UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 1, 2018
TENNECO INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-12387 | 76-0515284 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS | 60045 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 482-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material Definitive Agreement
Senior Secured Credit Facility
On October 1, 2018, Tenneco Inc. (Tenneco) entered into a Credit Agreement among Tenneco and Tenneco Automotive Operating Company Inc. (TAOC), as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (the Credit Facility) in connection with the acquisition of Federal-Mogul LLC and its subsidiaries (collectively, Federal-Mogul) on October 1, 2018. The Credit Facility consists of $4.9 billion of total debt financing, consisting of a $1.7 billion term loan A, a $1.7 billion term loan B and a $1.5 billion revolving credit facility. Proceeds from the Credit Facility were used to finance the cash consideration portion of the purchase price for the acquisition of Federal-Mogul (the Acquisition), to refinance Tennecos existing senior credit facilities and certain senior credit facilities of Federal-Mogul and to pay fees and expenses relating to the Acquisition and the financing thereof, and the remainder, including future borrowings under the revolving credit facility, will be used for general corporate purposes.
Each of Tenneco and TAOC are borrowers under the revolving credit facility, and Tenneco is the sole borrower under the term loan A and term loan B facilities. The Credit Facility is guaranteed on a senior basis by certain material domestic subsidiaries of Tenneco. Drawings under the revolving credit facility may be in U.S. Dollars, Pounds Sterling or Euros.
The Credit Facility is secured by substantially all domestic assets of Tenneco and the subsidiary guarantors and by pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries. The security for the Credit Facility will be pari passu with the security for outstanding senior secured notes of Federal-Mogul that were assumed by Tenneco in connection with the Acquisition, as described below. If any foreign subsidiary of Tenneco is added to the revolving credit facility as a borrower, the obligations of such foreign borrower will be secured by the assets of such foreign borrower, and also will be secured by the assets of, and guaranteed by, the domestic borrowers and domestic guarantors as well as certain foreign subsidiaries of Tenneco in the chain of ownership of such foreign borrower.
The term loan A and revolving credit facilities will mature on the fifth anniversary of closing, and the term loan B facility will mature on the seventh anniversary of closing. The term loan A facility is payable in 19 consecutive quarterly installments, commencing March 31, 2019, with 5% being paid annually in each of the first two years, 7.5% in the third year, 10% annually in each of the fourth and fifth years and the remainder on the maturity date. The term loan B facility is payable in 27 consecutive quarterly installments, commencing March 31, 2019, with 0.25% being paid in 27 quarterly installments and the remainder on the maturity date.
The interest rate on borrowings under the revolving credit facility and the term loan A facility will initially be LIBOR plus 1.75%, which interest rate will be subject to change if Tennecos consolidated net leverage ratio changes. Initially, and so long as Tennecos corporate family rating is Ba3 (with a stable outlook) or higher from Moodys Investors Service, Inc. (Moodys) and BB- (with a stable outlook) or higher from Standard & Poors Financial Services LLC (S&P), the interest rate on borrowings under the term loan B facility will be LIBOR plus 2.75%; at any time the foregoing conditions are not satisfied, the interest rate on the term loan B facility will be LIBOR plus 3.00%. When the term loan B facility is no longer outstanding and Tenneco and its subsidiaries have no other secured indebtedness (with certain exceptions set forth in the Credit Facility), and upon Tenneco achieving and maintaining two or more corporate credit and/or corporate family ratings higher than or equal to BBB- from S&P, BBB- from Fitch Ratings Inc. (Fitch) and/or Baa3 from Moodys (in each case, with a stable or positive outlook), the collateral under the Credit Facility may be released.
The Credit Facility contains representations and warranties and affirmative and negative covenants which are customary for debt facilities of this type. The negative covenants limit the ability of Tenneco and its restricted subsidiaries to, among other things, (i) incur additional indebtedness or issue preferred stock, (ii) pay dividends or make distributions to Tennecos stockholders, (iii) purchase or redeem Tennecos equity interests, (iv) make investments, (v) create liens on their assets, (vi) enter into transactions with Tennecos affiliates, (vii) sell assets and (viii) merge or consolidate with, or dispose of substantially all of Tennecos assets to, other companies. The Credit Facility also contains two financial maintenance covenants for the revolving credit facility and the term loan A facility including (x) a requirement to have a consolidated net leverage ratio (as defined in the Credit Facility) as of the end of each fiscal quarter of not greater than 4.0 to 1 through September 30, 2019, 3.75 to 1 through September 30, 2020 and 3.5 to 1 thereafter; and (y) a requirement to maintain consolidated interest coverage ratio (as defined in the Credit Facility) for any period of four consecutive fiscal quarters of not less than 2.75 to 1.0.
The Credit Facility includes customary events of default and other provisions that could require all amounts due thereunder to become immediately due and payable, either automatically or at the option of the lenders, if Tenneco fails to comply with the terms of the Credit Facility or if other customary events occur. The Credit Facility does not contain any terms that could accelerate the payment of it as a result of a credit rating change.
The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which was filed as Exhibit 10.01 to this report, and which is incorporated by reference. The Credit Facility has been incorporated by reference as an exhibit to this report to provide investors with information regarding its terms. It is not intended to provide any other factual information about Tenneco or its subsidiaries or affiliates. The representations, warranties and covenants contained in the Credit Facility were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Credit Facility and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Credit Facility, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Credit Facility, which subsequent information may or may not be fully reflected in public disclosures by Tenneco. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Tenneco or any of its subsidiaries, affiliates or businesses.
Assumption of Federal-Mogul Indentures and Senior Secured Notes
General.
The Acquisition will be consummated by Federal-Mogul LLC merging with and into Tenneco with Tenneco as the surviving entity (the Merger). As a result of the Merger, Tenneco will succeed to, and will expressly assume, all of Federal-Mogul LLCs obligations under its outstanding senior secured notes which include the following: (i) 415 million aggregate principal amount of 4.875% Senior Secured Notes due 2022 (the 2022 Fixed Rate Secured Notes), (ii) 300 million aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (the 2024 Floating Rate Secured Notes) and (iii) 350 million aggregate principal amount of 5.0% Senior Secured Notes due 2024 (the 2024 Fixed Rate Secured Notes and together with the 2022 Fixed Rate Secured Notes and the 2024 Floating Rate Secured Notes, the Secured Notes).
The 2022 Fixed Rate Secured Notes and the 2024 Floating Rate Secured Notes were issued under an indenture, dated as of March 30, 2017, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as co-issuers, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as 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, a copy of which is filed as Exhibit 4.01 to this report, as amended and supplemented by (i) the first supplemental indenture, dated as of April 4, 2018, among the co-issuers, the trustee and Bank of America, N.A. and Citibank, N.A. as co-collateral trustees, a copy of which is filed as Exhibit 4.02 to this report, (ii) a second supplemental indenture, dated as of July 30, 2018, among the co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.03 to this report and (iii) a third supplemental indenture, dated as of September 18, 2018, among the co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.04 to this report (as so amended and supplemented, the March 2017 Indenture). Tenneco expressly assumed all of Federal-Mogul LLCs rights and obligations under the 2022 Fixed Rate Secured Notes, the 2024 Floating Rate Secured Notes and the March 2017 Indenture pursuant to a fourth supplemental indenture, dated as of October 1, 2018, among Tenneco and Federal-Mogul Financing Corporation, as co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.05 to this report.
The 2024 Fixed Rate Secured Notes were issued under an indenture, dated as of June 29, 2017, among Federal-Mogul LLC and Federal-Mogul Financing Corporation, as co-issuers, the subsidiary guarantors party thereto, The Bank of New York Mellon, London Branch, as trustee and 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, a copy of which is filed as Exhibit 4.23 to this report, as amended and supplemented by (i) a first supplemental indenture, dated as of April 4, 2018, among the co-issuers, the trustee and Bank of America, N.A. and Citibank, N.A. as co-collateral trustees, a copy of which is filed as Exhibit 4.24 to this report, (ii) a second supplemental indenture, dated as of July 30, 2018, among the co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.25 to this report and (iii) a third supplemental indenture, dated as of September 18, 2018, among the co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.26 to this report (as so amended and supplemented, the June 2017 Indenture). Tenneco expressly assumed all of Federal-Mogul LLCs rights and obligations under the 2024 Fixed Rate Secured Notes and the June 2017 Indenture pursuant to a fourth supplemental indenture, dated as of October 1, 2018, among Tenneco and Federal-Mogul Financing Corporation, as co-issuers, the subsidiary guarantors party thereto and the trustee, a copy of which is filed as Exhibit 4.27 to this report.
The Secured Notes are the senior secured obligations of Tenneco and are guaranteed, jointly and severally, on a senior secured basis by all of Tennecos subsidiaries that are guarantors under Tennecos new Credit Facility described above and Tennecos outstanding senior unsecured notes. The Secured Notes are secured by substantially all domestic assets of Tenneco and the subsidiary guarantors and by pledges of up to 66 percent of the stock of certain first-tier foreign subsidiaries. The security for the Secured Notes will be pari passu with the security for Tennecos new Credit Facility.
Maturity and Interest.
The 2022 Fixed Rate Secured Notes will mature on April 15, 2022 and bear interest at a rate of 4.875% per annum, payable semi-annually in arrears on April 15 and October 15 of each year.
The 2024 Fixed Rate Secured Notes will mature on July 15, 2024 and bear interest at a rate of 5.0% per annum, payable semi-annually in arrears on January 15 and July 15 of each year.
The 2024 Floating Rate Secured Notes will mature on April 15, 2024 and bear interest at a rate per annum, reset quarterly, equal to EURIBOR (as defined in the 2024 Floating Rate Secured Notes) plus 4.875%, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year.
Optional Redemption.
Prior to April 15, 2019, the 2022 Fixed Rate Secured Notes may be redeemed in whole at any time, or in part from time to time, at the option of Tenneco at par plus a make-whole premium as described in the March 2017 Indenture, plus accrued and unpaid interest to the redemption date. On or after April 15, 2019, the 2022 Fixed Rate Secured Notes may be redeemed in whole at any time, or in part from time to time, at the option of Tenneco at a redemption price of (i) 102.437% (expressed as a percentage of the principal amount) prior to April 15, 2020, (ii) 101.21875% (expressed as a percentage of the principal amount) after April 15, 2020 and prior to April 15, 2021 and (iii) 100.000% after April 15, 2021, in each case, plus accrued and unpaid interest to the redemption date. In addition, until April 15, 2019, up to 40% of the 2022 Fixed Rate Secured Notes may be redeemed at a redemption price equal to 104.875% of the principal amount of notes being redeemed, plus accrued and unpaid interest to the redemption date. The 2022 Fixed Rate Secured Notes are also subject to redemption at par plus accrued and unpaid interest to the redemption date in the event of certain changes in tax law as described in the March 2017 Indenture.
Prior to July 15, 2020, the 2024 Fixed Rate Secured Notes may be redeemed in whole at any time, or in part from time to time, at the option of Tenneco at par plus a make-whole premium as described in the June 2017 Indenture, plus accrued and unpaid interest to the redemption date. On or after July 15, 2020, the 2024 Fixed Rate Secured Notes may be redeemed in whole at any time, or in part from time to time, at the option of Tenneco at a redemption price of (i) 102.500% (expressed as a percentage of the principal amount) prior to July 15, 2021, (ii) 101.250% (expressed as a percentage of the principal amount) after July 1, 2021 and prior to July 15, 2022 and (iii) 100.000% after July 15, 2022, in each case, plus accrued and unpaid interest to the redemption date. In addition, until July 15, 2020, up to 40% of the 2024 Fixed Rate Secured Notes may be redeemed at a redemption price equal to 105.000% of the principal amount of notes being redeemed, plus accrued and unpaid interest to the redemption date. The 2024 Fixed Rate Secured Notes are also subject to redemption at par plus accrued and unpaid interest to the redemption date in the event of certain changes in tax law as described in the June 2017 Indenture.
The 2024 Floating Rate Secured Notes may be redeemed in whole at any time, or in part from time to time, at the option of Tenneco at a redemption price of (i) 101.000% (expressed as a percentage of the principal amount) prior to April 15, 2019 and (ii) 100.000% after April 15, 2019, in each case, plus accrued and unpaid interest to the redemption date. In addition, the 2024 Floating Rate Secured Notes are also subject to redemption at par plus accrued and unpaid interest to the redemption date in the event of certain changes in tax law as described in the March 2017 Indenture.
The Secured Notes are not subject to any mandatory sinking fund redemption.
Offers to Repurchase .
With respect to each series of Secured Notes, upon the occurrence of a Change of Control (as defined in the March 2017 Indenture and the June 2017 Indenture), Tenneco must make an offer to repurchase such series of Secured Notes at a purchase price equal to par plus accrued and unpaid interest to the redemption date. In addition, with respect to each series of Secured Notes, in the event Tenneco or any of its restricted subsidiaries sell certain assets and the net cash proceeds from such assets sales are not applied in a manner and within the time period specified in the indentures, Tenneco must make an offer to repurchase such series of Secured Notes at a purchase price equal to par plus accrued and unpaid interest to the redemption date.
Covenants and Events of Default.
Each of the March 2017 Indenture and the June 2017 Indenture contain covenants which limit the ability of Tenneco and its restricted subsidiaries to, among other things, (i) incur additional indebtedness or issue preferred stock, (ii) pay dividends or make distributions to Tennecos stockholders, (iii) purchase or redeem Tennecos equity interests, (iv) make investments, (v) create liens of their assets, (vi) enter into transactions with Tennecos affiliates, (vii) sell assets and (viii) merge or consolidate with, or dispose of substantially all of Tennecos assets to, other companies. During any period that any series of Secured Notes has an investment grade credit rating (as described in the March 2017 Indenture and the June 2017 Indenture, as the case may be) from any two of Moodys, S&P and Fitch, and no default or event of default has occurred and is continuing, Tenneco will not be subject to most of the restrictive covenants and corresponding events of default contained in the applicable indenture.
Each series of Secured Notes has customary events of default for debt securities of this nature, including, but not limited to (i) default for a period of 30 days in payment of any interest when due; (ii) default in payment of principal (or premium, if any) when due; (iii) failure to comply with any of the covenants in the applicable indenture within 90 days after written notice; (iv) a payment default occurs or the acceleration of any indebtedness occurs, in each case, with respect to indebtedness of Tenneco or any of its restricted subsidiaries aggregating $150 million, (v) failure to pay final judgments aggregating in excess of $150 million for 90 days; and (v) certain events of bankruptcy, insolvency or reorganization with respect to Tenneco, Federal-Mogul Financing Corporation or any significant subsidiary of Tenneco.
The foregoing summaries of the Secured Notes, the March 2017 Indenture, the June 2017 Indenture, as well as the fourth supplemental indentures thereto, are qualified in its entirety by reference to the full text of such documents set forth in Exhibits 4.01 thru 4.05 and 4.23 thru 4.27 of this report.
Federal-Mogul Subsidiaries Guarantee Tennecos Outstanding Senior Unsecured Notes
Concurrently with the consummation of the Acquisition, certain domestic Federal-Mogul subsidiaries entered into a third supplemental indenture, dated as of October 1, 2018, and a fourth supplemental indenture, dated as of October 1, 2018 (copies of which are filed with this report as Exhibit 4.35 and Exhibit 4.36, respectively) pursuant to which such subsidiaries jointly and severally guaranteed all of Tennecos obligations under its outstanding 5.375% Senior Notes due 2024 and 5.00% Senior Notes due 2026 (collectively, the Existing Tenneco Unsecured Notes) and the related base indenture, as further amended and supplemented, dated December 5, 2014, among Tenneco, the guarantors party thereto and U.S. Bank National Association, as trustee. As a result, the new Credit Facility, the Secured Notes and the Existing Tenneco Unsecured Notes are all guaranteed by the same domestic subsidiaries of Tenneco.
Item 1.02 Termination of a Material Definitive Agreement.
As described under Item 1.01 above, proceeds from the new Credit Facility were used to repay in full all outstanding borrowings under Tennecos existing senior credit facility. Upon such repayment, Tennecos existing senior credit facility was terminated.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
TENNECO INC. | ||||||
Date: October 1, 2018 | By: |
/s/ Brandon B. Smith |
||||
Brandon B. Smith Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 4.01
EXECUTION VERSION
FEDERAL-MOGUL LLC
FEDERAL-MOGUL FINANCING CORPORATION
as Issuers
THE GUARANTORS NAMED HEREIN
as Guarantors
WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Paying Agent
and
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Registrar
4.875% Senior Secured Notes due 2022
Floating Rate Senior Secured Notes due 2024
INDENTURE
Dated as of March 30, 2017
Table of Contents
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ARTICLE 1 |
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DEFINITIONS AND INCORPORATION BY REFERENCE |
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Section 1.01 |
Definitions |
1 | ||||
Section 1.02 |
Other Definitions |
40 | ||||
Section 1.03 |
Rules of Construction |
42 | ||||
Section 1.04 |
Limited Condition Acquisition |
43 | ||||
Section 1.05 |
Acts of Holders |
43 | ||||
ARTICLE 2 |
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THE NOTES |
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Section 2.01 |
Amount of Notes |
44 | ||||
Section 2.02 |
Form and Dating |
45 | ||||
Section 2.03 |
Execution and Authentication |
45 | ||||
Section 2.04 |
Paying Agent and Registrar |
46 | ||||
Section 2.05 |
Paying Agent to Hold Money |
46 | ||||
Section 2.06 |
Holder Lists |
47 | ||||
Section 2.07 |
Transfer and Exchange |
47 | ||||
Section 2.08 |
Replacement Notes |
47 | ||||
Section 2.09 |
Outstanding Notes |
48 | ||||
Section 2.10 |
Temporary Notes |
48 | ||||
Section 2.11 |
Cancellation |
48 | ||||
Section 2.12 |
Defaulted Interest |
48 | ||||
Section 2.13 |
Common Code, ISINs, etc. |
48 | ||||
Section 2.14 |
Calculation of Principal Amount of Notes |
49 | ||||
ARTICLE 3 |
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REDEMPTION |
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Section 3.01 |
Redemption |
49 | ||||
Section 3.02 |
Applicability of Article |
49 | ||||
Section 3.03 |
Notices to Trustee |
49 | ||||
Section 3.04 |
Selection of Notes to Be Redeemed |
49 | ||||
Section 3.05 |
Notice of Redemption |
50 | ||||
Section 3.06 |
Effect of Notice of Redemption |
51 | ||||
Section 3.07 |
Deposit of Redemption Price |
51 | ||||
Section 3.08 |
Notes Redeemed in Part |
51 | ||||
ARTICLE 4 |
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COVENANTS |
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Section 4.01 |
Payment of Notes |
51 | ||||
Section 4.02 |
Reports and Other Information |
52 | ||||
Section 4.03 |
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock |
53 | ||||
Section 4.04 |
Limitation on Restricted Payments |
59 | ||||
Section 4.05 |
Dividend and Other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries |
66 | ||||
Section 4.06 |
Asset Sales |
68 | ||||
Section 4.07 |
Transactions with Affiliates |
71 | ||||
Section 4.08 |
Change of Control |
73 | ||||
Section 4.09 |
Compliance Certificate |
75 |
i
Table of Contents
(continued)
Page | ||||||
Section 4.10 |
Further Instruments and Acts |
75 | ||||
Section 4.11 |
Future Guarantors |
75 | ||||
Section 4.12 |
Liens |
76 | ||||
Section 4.13 |
Maintenance of Office or Agency |
76 | ||||
Section 4.14 |
Suspension of Certain Covenants |
76 | ||||
Section 4.15 |
Limitations on FinCo |
77 | ||||
Section 4.16 |
Additional Amounts |
77 | ||||
ARTICLE 5 |
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SUCCESSOR COMPANY |
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Section 5.01 |
Merger, Consolidation or Sale of All or Substantially All Assets |
79 | ||||
Section 5.02 |
Successor Corporation Substituted |
81 | ||||
ARTICLE 6 |
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DEFAULTS AND REMEDIES |
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Section 6.01 |
Events of Default |
82 | ||||
Section 6.02 |
Acceleration |
84 | ||||
Section 6.03 |
Other Remedies |
84 | ||||
Section 6.04 |
Waiver of Past Defaults |
84 | ||||
Section 6.05 |
Control by Majority |
84 | ||||
Section 6.06 |
Limitation on Suits |
85 | ||||
Section 6.07 |
Rights of the Holders to Receive Payment |
85 | ||||
Section 6.08 |
Collection Suit by Trustee |
85 | ||||
Section 6.09 |
Trustee May File Proofs of Claim |
85 | ||||
Section 6.10 |
Priorities |
85 | ||||
Section 6.11 |
Undertaking for Costs |
86 | ||||
Section 6.12 |
Waiver of Stay or Extension Laws |
86 | ||||
ARTICLE 7 |
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TRUSTEE |
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Section 7.01 |
Duties of Trustee |
86 | ||||
Section 7.02 |
Rights of Trustee |
87 | ||||
Section 7.03 |
Individual Rights of Trustee |
88 | ||||
Section 7.04 |
Trustees Disclaimer |
88 | ||||
Section 7.05 |
Notice of Defaults |
89 | ||||
Section 7.06 |
Compensation and Indemnity |
89 | ||||
Section 7.07 |
Replacement of Trustee |
90 | ||||
Section 7.08 |
Successor Trustee by Merger |
90 | ||||
Section 7.09 |
Tax Payment and Tax Withholding Obligations |
90 | ||||
ARTICLE 8 |
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DISCHARGE OF INDENTURE; DEFEASANCE |
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Section 8.01 |
Discharge of Liability on Notes; Defeasance |
91 | ||||
Section 8.02 |
Conditions to Defeasance |
92 | ||||
Section 8.03 |
Application of Trust Money |
93 | ||||
Section 8.04 |
Repayment to Issuers |
93 | ||||
Section 8.05 |
Indemnity for Government Securities |
93 | ||||
Section 8.06 |
Reinstatement |
93 |
ii
Table of Contents
(continued)
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ARTICLE 9 |
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AMENDMENTS AND WAIVERS |
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Section 9.01 |
Without Consent of the Holders |
93 | ||||
Section 9.02 |
With Consent of the Holders |
94 | ||||
Section 9.03 |
Revocation and Effect of Consents and Waivers |
95 | ||||
Section 9.04 |
Notation on or Exchange of Notes |
96 | ||||
Section 9.05 |
Trustee to Sign Amendments |
96 | ||||
Section 9.06 |
Additional Voting Terms; Calculation of Principal Amount |
96 | ||||
ARTICLE 10 |
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GUARANTEES |
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Section 10.01 |
Guarantees |
96 | ||||
Section 10.02 |
Limitation on Liability |
97 | ||||
Section 10.03 |
Releases |
98 | ||||
Section 10.04 |
Successors and Assigns |
98 | ||||
Section 10.05 |
No Waiver |
98 | ||||
Section 10.06 |
Modification |
98 | ||||
Section 10.07 |
Execution of Supplemental Indenture for Future Guarantors |
98 | ||||
Section 10.08 |
Non-Impairment |
99 | ||||
Section 10.09 |
Benefits Acknowledged |
99 | ||||
ARTICLE 11 |
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PAYING AGENT AND REGISTRAR |
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Section 11.01 |
Payment |
99 | ||||
Section 11.02 |
Indemnity |
100 | ||||
Section 11.03 |
General |
101 | ||||
Section 11.04 |
Change of Paying Agent or Registrar |
102 | ||||
Section 11.05 |
Compensation, Fees and Expenses |
103 | ||||
ARTICLE 12 |
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COLLATERAL AND SECURITY |
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Section 12.01 |
Security Interest |
103 | ||||
Section 12.02 |
Duties of Collateral Trustee and Trustee |
104 | ||||
Section 12.03 |
Release of Liens on Collateral |
104 | ||||
Section 12.04 |
Release of Liens in Respect of Notes |
105 | ||||
Section 12.05 |
Intercreditor Agreements |
105 | ||||
Section 12.06 |
Priority of Liens |
105 | ||||
Section 12.07 |
Creation and Perfection of Certain Security Interests After the Issue Date |
106 | ||||
Section 12.08 |
Parallel Debt |
106 | ||||
Section 12.09 |
Further Assurances |
107 | ||||
Section 12.10 |
Insurance |
108 | ||||
ARTICLE 13 |
|
|||||
MISCELLANEOUS |
|
|||||
Section 13.01 |
Notices |
108 | ||||
Section 13.02 |
Certificate and Opinion as to Conditions Precedent |
109 | ||||
Section 13.03 |
Statements Required in Certificate or Opinion |
110 |
iii
Table of Contents
(continued)
Page | ||||||
Section 13.04 |
When Notes Disregarded |
110 | ||||
Section 13.05 |
Rules by Trustee, Paying Agent and Registrar |
110 | ||||
Section 13.06 |
Legal Holidays |
110 | ||||
Section 13.07 |
GOVERNING LAW; WAIVER OF JURY TRIAL |
110 | ||||
Section 13.08 |
No Recourse Against Others |
110 | ||||
Section 13.09 |
Successors |
111 | ||||
Section 13.10 |
Multiple Originals |
111 | ||||
Section 13.11 |
Table of Contents; Headings |
111 | ||||
Section 13.12 |
Indenture Controls |
111 | ||||
Section 13.13 |
Severability |
111 | ||||
Section 13.14 |
Force Majeure |
111 | ||||
Section 13.15 |
USA PATRIOT Act |
111 | ||||
Section 13.16 |
No Adverse Interpretation of Other Agreements |
111 | ||||
Section 13.17 |
Acknowledgment and Consent to Bail-in of EEA Financial Institutions |
111 | ||||
Section 13.18 |
Data Protection |
112 |
iv
Appendix A |
- |
Provisions Relating to Original Notes and Additional Notes |
||
EXHIBIT INDEX |
||||
Exhibit A |
- |
Form of Fixed Rate Note |
||
Exhibit B |
- |
Form of Floating Rate Note |
||
Exhibit C |
- |
Form of Transferee Letter of Representation |
||
Exhibit D |
- |
Form of Supplemental Indenture |
v
INDENTURE dated as of March 30, 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), Wilmington Trust, National Association, as trustee (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.
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) 415,000,000 aggregate principal amount of the Issuers 4.875% Senior Secured Notes due 2022 issued on the date hereof (the Original Fixed Rate Notes ) and 300,000,000 aggregate principal amount of the Issuers Floating Rate Senior Secured Notes due 2024 issued on the date hereof (the Original Floating Rate Notes and, together with the Original Fixed Rate Notes, the Original Notes ) and (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form of Exhibit A, with respect to the Fixed Rate Notes, and Exhibit B, with respect to the Floating Rate Notes (all such securities in clauses (a) and (b) being referred to collectively as the Notes ). The Original Fixed Rate Notes and any Additional Fixed Rate Notes (as defined herein) shall constitute a single series hereunder. The Original Floating Rate Notes and any Additional Floating Rate Notes (as defined herein) shall constitute a single series hereunder. Subject to the conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions .
ABL Agent means, individually, each of (i) with respect to the Initial ABL Facility, the Initial ABL Agent and (ii) with respect to any other ABL Loan Facility, (x) if such ABL Loan Facility provides for any agent, the agent thereunder, together with any successor thereto and (y) if such ABL Loan Facility does not provide for any agent thereunder, the ABL secured parties thereunder, together with any successor and assigns thereto.
ABL Loan Documents means each ABL Loan Facility, the ABL Security Documents and any ABL Loan Facility intercreditor arrangement, and each other Loan Document as defined in any ABL Loan Facility (or any similar term as defined in any such agreement).
ABL Intercreditor Agreement means that certain intercreditor agreement, dated as of April 15, 2014, by and among the ABL Agent, the PP&E Agents, the Collateral Trustee and the loan parties thereto, as amended, modified, restated, supplemented or replaced from time to time, to which the Trustee shall execute and deliver a joinder.
ABL Loan Facility means
(1) the Initial ABL Facility,
(2) any other credit agreement, loan agreement, note agreement, indenture or other agreement evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred to extend, replace or refinance in whole or in part the Initial ABL Facility, in each case in accordance with the terms of this Indenture, as amended, restated, supplemented or otherwise modified from time to time; and
any other credit agreement, loan agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit, in the case of clauses (2) and (3), that (a) is secured by the Collateral on a pari passu basis with the other Borrowing Base Priority Obligations (if any), (b) is designated as an ABL Loan Facility by the Company in a writing delivered to each ABL Agent and each PP&E Agent and which also contains a certification by the Company that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement.
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ABL Secured Party means, at any relevant time, the Holders of Borrowing Base Priority Obligations at that time, including, without limitation, the Collateral Trustee, the Initial ABL Agent, the Revolving Credit Lenders (as defined in the Secured Facilities), any ABL Agent, and any agent or trustee appointed for any of the foregoing pursuant to the applicable ABL Loan Documents.
ABL Security Documents means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any Borrowing Base Priority Obligations or under which rights or remedies with respect to such Liens are governed, including, without limitation, the Collateral Agreement, as any such agreement, document or instrument may be amended, restated, supplemented or otherwise modified from time to time.
Acquired Indebtedness means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is consolidated, merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided , that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.
Additional Notes means additional Notes (other than the Original Notes) issued from time to time under the terms of this Indenture subsequent to the Issue Date.
Additional Fixed Rate Notes means additional Fixed Rate Notes (other than the Original Fixed Rate Notes) issued from time to time under the terms of this Indenture subsequent to the Issue Date.
Additional Floating Rate Notes means additional Floating Rate Notes (other than the Original Floating Rate Notes) issued from time to time under the terms of this Indenture subsequent to the Issue Date.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling , controlled by and under common control with ), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
Applicable Fixed Rate Premium means, with respect to any Fixed Rate Note on any redemption date, the greater of:
(1) 1.0% of the principal amount of such Fixed Rate Note; and
(2) the excess, if any, of:
(a) the present value at such redemption date of (i) the redemption price of such Fixed Rate Note at April 15, 2019, plus (ii) all required interest payments due on such Fixed Rate Note through April 15, 2019 (excluding accrued but unpaid interest and Additional Amounts to the redemption date), computed using a discount rate equal to the Bund Rate as of such redemption date plus 50 basis points; over
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(b) the then outstanding principal amount of such Fixed Rate Note,
as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or an obligation of the Trustee.
Applicable Floating Rate Premium means, with respect to any Floating Rate Note on any redemption date, the greater of:
(1) 1.0% of the principal amount of such Floating Rate Note; and
(2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such Floating Rate Note at April 15, 2018, plus (ii) all required interest payments due on such Floating Rate Note through April 15, 2018 (excluding accrued but unpaid interest and Additional Amounts to the redemption date), computed using a discount rate equal to the Bund Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of such Floating Rate Note,
as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or an obligation of the Trustee.
Applicable Notice of Event of Default means at any time a notice of event of default delivered by the Applicable Representative at such time.
Applicable Representatives means (i) with respect to the Borrowing Base Collateral and the Borrowing Base Priority Obligations, the Designated ABL Agent (subject to the ABL Intercreditor Agreement), (ii) with respect to the PP&E Collateral and the PP&E Priority Obligations, the Designated PP&E Agent (subject to the PP&E Pari Passu Intercreditor Agreement) and (iii) if the context shall so require, the collective reference to the Designated ABL Agent and the Designated PP&E Agent.
Asset Sale means:
(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a disposition ); or
(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.03 and directors qualifying shares and shares issued to foreign nationals as required under applicable law);
in each case, other than:
(a) any disposition of (i) Cash Equivalents (or other financial assets that were Cash Equivalents when the original Investment was made) or Investment Grade Securities, (ii) surplus, obsolete, used, damaged or worn out property or equipment in the ordinary course of business (whether now owned or hereafter acquired) or any disposition or consignment of equipment, inventory or goods (or other assets) held for sale, (iii) property no longer used or useful in the conduct of business of the Company and its Restricted Subsidiaries and (iv) property or equipment that is otherwise economically impracticable to maintain;
(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;
(c) the making of any payment or Investment that is permitted to be made, and is made, under Section 4.04 or the making of any Permitted Investment;
3
(d) any disposition of assets of the Company or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value not to exceed $50.0 million;
(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;
(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(g) (i) the sale, lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) the termination of leases in the ordinary course of business;
(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;
(i) any disposition arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Company or any of the Restricted Subsidiaries or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;
(j) a sale or transfer of receivables, accounts receivable and related assets of the type specified in the definition of Receivables Facility (or a fractional undivided interest or participation therein) or pursuant to any similar arrangement;
(k) dispositions in connection with the granting of a Lien that is permitted under Section 4.12;
(l) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted under Section 4.03;
(m) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture;
(n) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements;
(o) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;
(p) the sale, discount or forgiveness of accounts receivable or notes receivable in the ordinary course of business or in connection with the collection or compromise thereof or the conversion of accounts receivable to notes receivable;
(q) the abandonment of intellectual property rights in the ordinary course of business which in the reasonable good faith determination of the Company are uneconomical or not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole;
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(r) termination of non-speculative Hedging Obligations;
(s) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business;
(t) sales, transfers and other dispositions of Investments in joint ventures or any Subsidiary that is not a Wholly Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements;
(u) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, employees, members of management or consultants of any direct or indirect Parent Company, the Company or any Subsidiary;
(v) dispositions and/or terminations of leases, subleases, licenses or sublicenses, which (i) do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or (ii) relate to closed facilities or the discontinuation of any product line;
(w) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture; and
(x) the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture, which assets are not used or useful in the principal business of the Company and its Restricted Subsidiaries, or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Company to consummate any acquisition permitted under this Indenture.
Bank Products means any services or facilities on account of credit or debit cards, purchase cards, stored value cards or merchant services constituting a line of credit.
Bankruptcy Code means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.
Bankruptcy Law means the Bankruptcy Code and any similar federal, state or foreign law for relief of debtors.
Borrowing Base means, at the time of any determination, an amount equal to the sum, without duplication, of (a) 85% of the aggregate book value of accounts receivable of the Company and its Restricted Subsidiaries, plus (b) 65% of the aggregate book value of all inventory owned by the Company and its Restricted Subsidiaries, in each case, based on the most recent internal month-end financial statements available to the Company, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.
Borrowing Base Collateral means assets owned or acquired by the Company or any Guarantor consisting of any right to payment for goods sold in the ordinary course of business, regardless of how such right is evidenced and whether or not it has been earned by performance, any raw materials or film, packaging and/or shipping supplies or materials not otherwise directly used in the production of goods to be sold in the ordinary course of business, which are currently in the process of being manufactured, and goods to be sold in the ordinary course of business, in each case, including the proceeds thereof and excluding Excluded Assets.
Borrowing Base Priority Obligations means (a) all Obligations and all liabilities (contingent or otherwise) relating to the ABL Loan Facility under the ABL Loan Documents, including any and all amounts
5
payable under the ABL Loan Documents with respect to the ABL Loan Facility, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding), (b) all Hedging Obligations and (c) all Cash Management Services.
Bund Rate means, with respect to a redemption date, the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics that have become publicly available at least two Business Days prior to such redemption date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to April 15, 2019 (in the case of the Fixed Rate Notes) and April 15, 2018 (in the case of the Floating Rate Notes); provided, however, that if the period from the applicable redemption date to such date is not equal to the constant maturity of the direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given, except that if the period from the applicable redemption date to such date is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.
Business Day means each day which is not a Legal Holiday.
Capital Markets Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC, or (c) a private placement to institutional investors. For the avoidance of doubt, the term Capital Markets Indebtedness does not include any Indebtedness under commercial bank facilities, Indebtedness incurred in connection with a Sale and Lease-Back Transaction, Indebtedness incurred in the ordinary course of business of the Issuers, Capitalized Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a securities offering.
Capital Stock means:
(1) in the case of a corporation, shares in the capital of such corporation;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
Capitalized Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.
6
Cash Equivalents means:
(1) U.S. dollars and Canadian dollars;
(2) (a) pounds sterling, euro, or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;
(3) securities issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the U.S., in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;
(4) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers acceptances (or similar instruments) maturing within one year after such date, in each case with any bank or trust company organized under, or authorized to operate as a bank or trust company under, the laws of the U.S., any state thereof or the District of Columbia and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;
(5) commercial paper maturing within 24 months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P, at least P-2 from Moodys or at least F-2 from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency);
(6) marketable short-term money market and similar securities having a rating of at least A-2 from S&P, at least P-2 from Moodys or at least F-2 from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;
(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moodys or S&P (or reasonably equivalent ratings of another internationally recognized rating agency) with maturities of 24 months or less from the date of acquisition;
(8) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P, A2 or higher from Moodys or Baa1 or higher from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) or (2) above;
(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof) or better by S&P, Aaa3 (or the equivalent thereof) or better by Moodys or A1 (or the equivalent thereof) or better by Fitch, and in each case in a currency permitted under clause (1) or (2) above;
(10) institutional money market funds registered under the Investment Company Act of 1940;
(11) in the case of any Foreign Subsidiaries, investments equivalent to those referred to in clauses (3) through (10) above denominated in foreign currencies customarily used by persons for cash management purposes in any jurisdiction outside the United States; and
(12) investment funds (including shares of any money market mutual fund) investing at least 90% of their assets in securities of the types described in clauses (1) through (11) above.
7
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.
Cash Management Services means any of the following to the extent not constituting a line of credit: treasury, depositary and/or cash management services, including, without limitation, other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement services, ACH transactions, return items, interstate depository network services, foreign exchange facilities, travel and expense cards, corporate purchasing cards, car leasing programs, deposit and other accounts and merchant services (including, for the avoidance of doubt, all Cash Management Obligations as defined in the Senior Credit Facilities).
Change of Control means the occurrence of any of the following after the Issue Date:
(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Permitted Holder; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies that hold directly or indirectly an amount of Voting Stock of the Company such that the Company is a Subsidiary of such holding company; provided that so long as the Company is a Subsidiary of a Parent Company, no Person shall be deemed to be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of the Company unless such Person shall be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of such Parent Company.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Collateral means the Borrowing Base Collateral and the PP&E Collateral, in each case other than Excluded Assets.
Collateral Agreement means each of (i) the Amended and Restated Collateral Agreement dated as of April 15, 2014 by the Company and the Guarantors in favor of the Collateral Trustee in connection with the Credit Agreement and (ii) the Collateral Agreement to be entered into by the Company and the Guarantors in favor of the Collateral Trustee in connection with the Notes, in each case as amended, restated, supplemented or otherwise modified from time to time.
Collateral Trust Agreement means that certain Amended and Restated Collateral Trust Agreement dated as of April 15, 2014, by and among the Company, the Guarantors, the Collateral Trustee, each of Credit Suisse AG, Cayman Islands Branch, Citibank, N.A. and, via joinder, the Trustee, as First Priority Representatives (as therein defined), as amended, modified, restated, supplemented or replaced from time to time, to which the Trustee shall execute and deliver a joinder.
Collateral Trust Security Documents means, collectively, (i) the Collateral Agreement, the Collateral Trust Agreement, any foreign pledge agreements, any mortgages and all other security documents delivered to the Collateral Trustee granting a Lien on any property of any Person to secure the obligations and liabilities of the
8
Company or any Guarantor under any secured instrument, (ii) each Deposit Account Control Agreement (as defined in the Collateral Agreement), (iii) each new security document delivered to the Collateral Trustee pursuant to the terms of the Collateral Trust Agreement and (iv) each supplemental agreement entered into pursuant to the terms of the Collateral Trust Agreement.
Common Depository means initially The Bank of New York Mellon, London Branch, until a successor Common Depository, if any, shall have become such pursuant to this Indenture, and thereafter Common Depository shall mean or include each Person who is then a Common Depository hereunder.
Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, (a) the total amount of depreciation and amortization expense, including without limitation the amortization of intangible assets (including amortization of deferred launch costs) and deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and (b) the depreciation of assets of such Person and its subsidiaries acquired under Capital Leases, which is expensed in cost of goods sold and not included in depreciation and amortization under GAAP.
Consolidated Interest Expense means, with respect to any Person for any period, without duplication, the sum of:
(1) consolidated interest expense of such Person and its Restricted Subsidiaries paid or payable in respect of such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers acceptances, ancillary facilities or any similar facility or financing and hedging agreements, (c) non-cash interest payments (but excluding any interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) penalties and interest related to taxes, (ii) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, (v) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, acquisition accounting and (vi) interest expense attributable to a Parent Company resulting from push-down accounting; plus
(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
(3) interest income of such Person and its Restricted Subsidiaries for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
Consolidated Net Income means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that, without duplication,
(1) any after-tax effect of extraordinary, non-recurring or unusual gains, income, losses, expenses or charges (including (x) costs of and payments of actual or prospective legal settlements, fines, judgments or orders and (y) gains, income, losses, expenses or charges arising from insurance claims and settlements), severance, relocation costs, integration costs, consolidation and costs related to the opening, closure, relocation and/or consolidation of facilities, signing, retention or completion costs and bonuses, recruiting costs, recruiting and hiring bonuses, transition costs, costs incurred in connection with
9
acquisitions (whether or not consummated) after the Issue Date (including integration costs), consulting fees, legal fees and taxes related to issuances of significant options and curtailments or modifications to pension and post-retirement employee benefit plans and corporate reorganization shall be excluded;
(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles or policies during such period;
(3) any net after-tax gains, charges or losses with respect to disposed, abandoned, closed or discontinued operations (other than assets held for sale) and any accretion or accrual of discounted liabilities and on the disposal of disposed, abandoned and discontinued operations and facilities, plans or distribution centers that have been closed, or temporarily shut down or idled during such period, shall be excluded;
(4) any after-tax effect of gains, income, losses, expenses or charges (less all fees and expenses relating thereto) attributable to asset dispositions (including asset retirement costs) or returned surplus assets of any employee pension benefit plan other than in the ordinary course of business shall be excluded;
(5) the Net Income (or loss) for such period of any Person that is an Unrestricted Subsidiary, or solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Person that is not a Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (including any ordinary course dividend, distribution or other payment) that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person;
(6) solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;
(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in the Persons consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, deferred rent, deferred trade incentives and other lease-related items and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off or removal of revenue otherwise recognizable on any amounts thereof, net of taxes, shall be excluded or added back in the case of lost revenue;
(8) any after-tax effect of income (loss) (less all fees and expenses or charges related thereto) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing expenses written off and premiums paid) shall be excluded;
(9) any goodwill or other asset impairment charges, write-offs or write-downs or amortization of intangibles shall be excluded;
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(10) any (i) non-cash compensation charge, cost, expense, accrual or reserve including any such charge, cost, expense, accrual or reserve arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity incentive programs, (ii) charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or shareholder agreement or any distributor equity plan or agreement, including any fair value adjustments that may be required under liquidity puts for such arrangements, (iii) charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect Parent Company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Capital Stock) of the Company solely to the extent such amounts are funded with net cash proceeds contributed to such Person as a capital contribution or as a result of the sale of Capital Stock (other than Disqualified Capital Stock) of such Person, and (iv) charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, shall be excluded;
(11) (i) any fees, commissions and expenses incurred during such period, or any amortization or write-off thereof for such period in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and (ii) accruals and reserves that are established or adjusted within 12 months after the date of any acquisition or other similar Investment, in each case, in accordance with GAAP or as a result of the adoption or modification of accounting policies, shall be excluded;
(12) any unrealized or realized net gain or loss resulting from currency translation or transaction gains or losses impacting net income (including currency remeasurements of Indebtedness) and any foreign currency translation or transaction gains or losses shall be excluded, including those resulting from intercompany Indebtedness;
(13) any unrealized net gains and losses resulting from Hedging Obligations in accordance with GAAP or any other derivative instrument pursuant to the application of Accounting Standards Codification Topic Number 815 Derivatives and Hedging shall be excluded;
(14) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a good faith determination that it expects to receive reimbursement within 365 days (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), (x) the amount of any fee, cost, expense or reserve with respect to liability or casualty events or business interruption shall be excluded, and (y) proceeds of such insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace shall be included; and
(15) to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance, fees, costs, expenses or reserves incurred to the extent covered by indemnification provisions in any agreement in connection with any sale of Capital Stock, acquisition, Permitted Investment, Restricted Payment, Asset Sale, disposition, recapitalization, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (in each case, including any such transaction consummated prior to the Issue Date) shall be excluded.
Notwithstanding the foregoing, for the purpose of Section 4.04 hereof only (other than clause (3)(D) of Section 4.04(a) hereof) there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of
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loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.04(a) or clause (vii)(b) of Section 4.04(b).
Consolidated Secured Debt Ratio means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries that is secured by Liens as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries for the most recently ended four quarters for which financial statements are available, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio .
Consolidated Total Assets means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption total assets (or like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such date.
Consolidated Total Indebtedness means, as to any Person as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Stock of such Person and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less unrestricted cash and Cash Equivalents included on the consolidated balance sheet of such Person and any Restricted Subsidiaries as of such date. For purposes hereof, the maximum fixed repurchase price of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.
Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio .
Contingent Obligations means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ( primary obligations ) of any other Person (the primary obligor ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds:
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or
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(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
Corporate Trust Office means the office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be principally administered, which office at the date of the execution of this instrument is located at 50 South Sixth Street, Suite 1290, Minneapolis, Minnesota 55402, Attention: Federal-Mogul Administrator, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).
Corresponding Debt means any amount which an Issuer owes to a Holder under or in connection with the Indenture and the Notes pursuant thereto.
Credit Agreement means that certain Term Loan and Revolving Credit Agreement, dated as of April 15, 2014 among Federal-Mogul Holdings Corporation, the lenders from time to time party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility thereunder, and Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility thereunder.
Credit Facilities means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, restructurings, renewals, restatements, amendments, replacements and restatements, or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 4.03 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Depository means any of Euroclear or Clearstream and their respective nominees and successors, acting through itself or the Common Depository.
Designated ABL Agent means the Initial ABL Agent or its successor designated as Designated ABL Agent in accordance with the terms of the ABL Intercreditor Agreement.
Designated Non-cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption, repurchase of, or collection or payment on, such Designated Non-cash Consideration.
Designated PP&E Agent means the Initial PP&E First Lien Agent or its successor designated as Designated PP&E Agent in accordance with the terms of the ABL Intercreditor Agreement.
Designated Preferred Stock means Preferred Stock of the Company, any Restricted Subsidiary or any direct or indirect Parent Company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.04(a).
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Disqualified Stock means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise or is redeemable at the option of the Holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided , however , that if such Capital Stock is issued to any current or former employee or to any plan for the benefit of employees, directors, officers, members of management or consultants of the Company or its Subsidiaries or by any such plan to such employees, directors, officers, members or management or consultants, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employees, directors, officers, management members or consultants termination, death or disability.
Domestic Subsidiary means a Subsidiary incorporated or organized under the laws of any jurisdiction of the United States of America.
Dutch Deed of Pledge means a deed of pledge of membership rights of Federal-Mogul LLC held in Coöperatief Federal-Mogul Dutch Investments B.A., including but not limited to rights in respect of the membership account, any distribution, capital repayment or any other amount payable in relation to it, executed before a Dutch civil law notary on or about the date hereof.
EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
(1) increased (without duplication) by:
(a) provision for taxes based on income or profits or capital (including pursuant to any tax sharing arrangements), including, without limitation, federal, state, local, provincial, foreign, excise, franchise, property and similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes (including, in each case, any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to such taxes or arising from tax examinations) of or with respect to such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(b) Fixed Charges of such Person for such period plus bank fees and costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (i), (ii), (iii), (iv) and (v) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income plus commissions, discounts and other fees and charges owed with respect to letters of credit, bankers acceptance or any similar facilities or financing and Hedging Obligations; plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus
(d) (i) Refinancing Expenses, (ii) transaction fees, costs and expenses (including rationalization, legal, tax and structuring fees, costs and expenses) incurred (1) in connection with the consummation of any transaction (or any transaction proposed and not consummated) permitted under this Indenture, including any Equity Offering, Permitted Investment, Restricted Payments, acquisitions, dispositions, recapitalizations, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (including any amortization or write-off of debt issuance or deferred financings
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costs, premiums and prepayment penalties) or similar transactions) or any Qualifying IPO, including (x) such fees, expenses or charges related to the offering of the Notes, the Fixed Rate Notes, the Floating Rate Notes, the Senior Credit Facilities and any Receivables Facility or the repayment of the Senior Credit Facilities, (y) any amendment or other modification of the Notes, the Senior Credit Facility and any Receivables Facility and (z) commissions, discounts, yield and other fees and charges (including any interest expense related to any Receivables Facility), and (iii) costs associated with, or in anticipation of, our preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
(e) the amount of any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings (including sourcing), operating expense reductions, operating improvements, product margin synergies and product cost and other synergies and similar initiatives, integration, transition, reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, restructuring costs (including those related to tax restructurings), charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives, operating expense reductions, business optimization and other restructuring costs, charges, accruals, reserves and expenses (including, without limitation, inventory and business optimization programs, the opening and pre-opening, closure, relocation and/or consolidation of facilities and locations, unused warehouse space costs, costs related to entry into new markets, unused warehouse space costs, and consulting and other professional fees, signing or retention costs, retention or completion charges or bonuses, relocation expenses, recruitment expenses (including headhunter fees and relocation expenses) severance payments, earnout payments, curtailments and modifications to or losses on settlement of pension and post-retirement employee benefit plans, excess pension charges, contract termination costs, future lease commitments, system establishment costs and implementation costs and project startup costs and expenses attributable to the implementation of cost savings initiatives and professional and consulting fees incurred in connection with any of the foregoing); plus
(f) any other non-cash charges or losses, including (i) any write offs or write downs, (ii) the vesting of warrants and stock options and other equity based awards compensation, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method (other than to the extent funded with cash) and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period ( provided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, (A) the Company may determine not to add back such non-cash charge, loss or expense in the current period or (B) to the extent the Company does decide to add back such non-cash charge, loss, or expense, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
(g) the amount of any minority and/or non-controlling interest expense consisting of Subsidiary income attributable to minority and/or non-controlling equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
(h) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to the Permitted Holder or other persons with a similar interest in the Company or its direct or indirect parent companies to the extent otherwise permitted under Section 4.07 and deducted (and not added back) in such period in computing Consolidated Net Income; plus
(i) expected run rate cost savings (including sourcing), operating expense reductions, other operating improvements and expense reductions and synergies projected by the
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Company in good faith to be realized as a result of any asset sale, merger or other business combination, acquisition, Investment, disposition or divestiture, operating improvement and expense reductions, restructurings, cost saving initiatives, any similar initiative and/or specified transaction taken or to be taken by the Company or any of its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings, operating improvements and expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating improvements and expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, expense reductions, operating improvements and synergies are projected by the Company in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after the end of such period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of Fixed Charge Coverage Ratio); plus
(j) the amount of loss or discount on sale of receivables and related assets in connection with a Receivables Facility; plus
(k) (i) any charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or shareholder agreement or any distributor equity plan or agreement, including, without limitation, any fair value adjustments that may be required under liquidity puts for such arrangements and amortization of unrecognized prior service costs, actuarial losses (including amortization of such amounts arising in prior periods), and any other items of a similar nature, (ii) any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect Parent Company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Stock) of the Company solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 4.04(a)(3) and (iii) any charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, plus
(l) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus
(m) earn-out and contingent consideration obligations incurred or accrued in connection with any acquisition or other Permitted Investment and paid or accrued during such period and on similar acquisitions and Permitted Investments completed prior to the Issue Date, plus
(n) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (a) to (c) above relating to such joint venture corresponding to such Persons and its Restricted Subsidiaries proportionate share of such joint ventures Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), plus
(o) at the option of the Company, (A) the excess of GAAP rent expense over actual cash rent paid, including the benefit of lease incentives (in the case of a charge) during such period due to the use of straight line rent or the application of fair value adjustments made as a result of recapitalization or purchase accounting, in each case, for GAAP purposes, (B) the non-cash
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amortization of tenant allowances and (C) the cash portion of sublease rentals received by such Person; provided that, in each case, if any such non-cash charge represents an accrual or reserve for potential cash items in any future period, such Person may determine not to add back such non-cash charge in the current period, plus
(p) the percentage ownership of any joint venture that is accounted for under the equity method attributable to the Company, plus
(q) the amount of travel expenses, payroll taxes, indemnification payments, directors fees and any other charges, costs, expenses, accruals or reserves incurred in connection with, or amounts payable to, any director of the board of the Company or its parent entities in connection with such director serving as a member of such board of directors and performing his or her duties in respect thereof, plus
(r) charges or expenses in connection with union contract renewals and related negotiations (including, without limitation, management travel expenses and legal and other third-party costs), plus
(s) internal software development and information technology costs that are expensed during the period but could have been capitalized in accordance with GAAP; and
(2) decreased (without duplication) by:
(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period, plus
(b) any net income from disposed or discontinued operations; and
(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of ASC Topic Number 460 ( Guarantees ).
EMU means economic and monetary union as contemplated in the Treaty on European Union.
Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
(1) public offerings with respect to the Companys or any direct or indirect Parent Companys common stock registered on Form S-8;
(2) issuances to any Subsidiary of the Company; and
(3) any such public or private sale that constitutes an Excluded Contribution.
euro means the single currency of participating member states of the EMU.
Euro MTF means the Euro MTF Market of the Luxembourg Stock Exchange.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
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Excluded Assets means:
(1) any contract, intangibles, as term is defined in Article 9 of the UCC and, in any event, including, without limitation, with respect to the Company and the Guarantors, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which the Company or such Guarantor is a party or under which the Company or such Guarantor has any right, title or interest or to which the Company or such Guarantor or any property of the Company or such Guarantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of the Company or such Guarantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such the Company and such Guarantor to damages arising thereunder and (iii) all rights of the Company and such Guarantor to perform and to exercise all remedies thereunder;
(2) any written agreement naming the Company or a Guarantor as licensor or licensee, granting any right under all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office and the rights to obtain all renewals thereof, in each case held by the Company and the Guarantors, and the grant of rights to manufacture, distribute, exploit and sell materials derived from any of the foregoing;
(3) all agreements, whether written or oral, providing for the grant by or to the Company or any Guarantor of any right to manufacture, use or sell any invention covered in whole or in part by letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, and all rights to obtain any reissues or extensions of the foregoing, in each case held by the Company or a Guarantor;
(4) all agreements, whether written or oral, providing for the grant by or to the Company or a Guarantor of any right to use any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, and the right to obtain all renewals thereof, in each case by the Company or such Guarantor;
(5) certain receivables that have been sold, transferred or assigned, all related security with respect to such securitized receivables, including, cash proceeds thereof, each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds that are collected or deposited and all balances, checks, money orders and other instruments from time to time therein, and all documentation evidencing any permitted securitization refinancing, receivables that have been disposed of pursuant to a factoring agreement;
(6) deposit accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and any deposit account the funds in which consist solely of funds held by the Company or any Guarantor in trust for any director, officer or employee of the Company or any Guarantor, employee benefit plans maintained by the Company or any Guarantor or funds representing deferred compensation for the directors, officers and employees of the Company and the Guarantors;
(7) each joint venture of the Company and Guarantors to the extent the grant is prohibited by any contract, agreement, instrument or indenture governing such joint venture, would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted only with the consent of another party, if such consent has not been obtained; provided, that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC;
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(8) Capital Stock of any Excluded Subsidiary other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Guarantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or by any Guarantor; and
(9) real property owned, leased or otherwise held by the Company or such Guarantor having a value of $5,000,000 or less.
The Excluded Assets shall not include any proceeds (as defined in the UCC), substitutions or replacements of Excluded Assets (unless such proceeds, substitutions or replacements would otherwise constitute Excluded Assets.
Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Company after the Issue Date from:
(1) contributions to its common equity capital, and
(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,
in each case designated as Excluded Contributions pursuant to an Officers Certificate on or promptly after the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 4.04(a)(3).
Excluded Subsidiary means (a) any Subsidiary that is not a Wholly Owned Subsidiary of the Company or a Guarantor, (b) any Foreign Subsidiary of the Company or of any direct or indirect Domestic Subsidiary or Foreign Subsidiary, (c) any Domestic Subsidiary (i) substantially all of the assets of which constitute the Capital Stock in one or more Foreign Subsidiaries or (ii) substantially all of the assets of which constitute the Capital Stock of any entity described in clause (i) (including, without limitation, FM International, LLC), (d) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a Subsidiary described in clause (c) above, (e) any Subsidiary that is prohibited by applicable law existing on the Issue Date or by applicable law or contractual obligation existing at the time of the formation or acquisition by the Company (or any of its Subsidiaries) of such Subsidiary (so long as such contractual obligation is not entered into in contemplation of such formation or acquisition) from providing a Guarantee for so long as such prohibition exists, or if such Guarantee would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (f) any Subsidiary that is a not-for-profit organization and (g) any other Subsidiary with respect to which, in the reasonable judgment of the Company, the burden or cost (including any adverse tax consequences) of providing a Guarantee will outweigh the benefits to be obtained by the Holders therefrom; provided that any such Subsidiary that is an Excluded Subsidiary pursuant to clause (g) above will cease to be an Excluded Subsidiary at any time such Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Market Indebtedness of the Company, FinCo or any Guarantor.
Fitch means Fitch Ratings Inc., and any successor to its rating agency business.
First Priority Obligations means the Borrowing Base Priority Obligations and the PP&E First Lien Obligations.
First Priority Representative means, collectively (i) each ABL Agent and (ii) each PP&E First Lien Agent who has executed the Collateral Trust Agreement or who executes and delivers a joinder to the Collateral Trust Agreement as a First Priority Representative.
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Fixed Charge Coverage Ratio means, with respect to any Person for any period, the ratio of (1) EBITDA of such Person and its Restricted Subsidiaries for such period to (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that such Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repurchases, redeems, retires or extinguishes any Indebtedness (other than Indebtedness under any revolving credit facility or revolving advances under any Receivables Facility, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during such applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the Fixed Charge Coverage Ratio Calculation Date ), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, retirement or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period for which internal financial statements are available.
For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational changes that the Company or any of its Restricted Subsidiaries has determined to make/or has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations, discontinued operations and operational changes (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.
For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include (to the extent not already included in EBITDA) (a) run rate cost savings (including sourcing), operating expense reductions and other operating improvements or synergies resulting from such Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, which is being given pro forma effect that are projected by the Company in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after the end of such period and (b) adjustments of the nature used in connection with the calculation of Operational EBITDA set forth in footnote (1) to SummarySummary Historical Condensed Consolidated Financial and Other Data in the Offering Memorandum). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such indebtedness during the applicable period.
For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.
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Fixed Charges means, with respect to any Person for any period, the sum, without duplication, of:
(1) Consolidated Interest Expense of such Person for such period;
(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
Foreign Subsidiary means any Subsidiary that is incorporated or organized under the laws of a jurisdiction outside of the United States.
GAAP means generally accepted accounting principles in the United States which are in effect on the Issue Date, except for any reports required to be delivered under Section 4.02, which shall be prepared in accordance with GAAP in effect on the date thereof. At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP, and upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS pursuant to the previous sentence.
Government Securities means securities that are:
(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
Governmental Authority means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank), in each case whether associated with a state or locality of the U.S., the U.S., or a foreign government.
guarantee means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
Guarantee means the guarantee by any Guarantor of the Companys Obligations under this Indenture and the Notes pursuant to Article 10.
Guarantor means each Person that Guarantees the Notes in accordance with the terms of this Indenture.
Hedging Obligations means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or
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similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies (including, for the avoidance of doubt, under all Hedging Obligations as defined in the Senior Credit Facilities).
Holder means the Person in whose name a Note is registered on the Registrars books.
IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002, as in effect from time to time, to the extent relevant to the applicable financial statements.
Indebtedness means, with respect to any Person, without duplication:
(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:
(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers acceptances (or, without duplication, reimbursement agreements in respect thereof);
(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable and (iii) any such obligations under ERISA or liabilities associated with customer prepayments; or
(d) representing any Hedging Obligations;
if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided , however , that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person;
provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and (2) deferred or prepaid revenues.
Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an incurrence of Indebtedness under this Indenture.
Indenture means this Indenture as amended or supplemented from time to time.
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Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.
Initial ABL Agent means Citibank, N.A., as collateral agent under the Initial ABL Facility and its successors and permitted assigns thereunder.
Initial ABL Facility means the asset-based revolving credit facility in an aggregate principal amount of $600,000,000 incurred under the Senior Credit Facilities.
Initial PP&E Agent means Credit Suisse AG, as administrative agent under the tranche C term loan facility of the Senior Credit Facilities, and its successors and permitted assigns thereunder in such capacity.
Initial PP&E First Lien Term Facility means the tranche C term loan facility in an initial aggregate principal amount of $1,900,000,000, incurred under the Senior Credit Facilities.
Initial Purchaser means Deutsche Bank AG, London Branch.
Insolvency or Liquidation Proceeding means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any Guarantor or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Company or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Guarantor.
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys, BBB- (or the equivalent) by S&P, BBB by Fitch, or, in any such case, an equivalent rating by any other Rating Agency.
Investment Grade Securities means:
(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
(2) securities or instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;
(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and
(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
Investments means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers, directors, distributors, consultants and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes thereto) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs, but giving effect to any repayments thereof in the form of loans and any return on capital or return on
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Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment). For purposes of the definition of Unrestricted Subsidiary and Section 4.04:
Investments shall include the portion (proportionate to the Companys equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to:
(1) the Companys Investment in such Subsidiary at the time of such redesignation; less
(2) the portion (proportionate to the Companys equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
(3) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.
Issue Date means March 30, 2017.
Legal Holiday means a Saturday, a Sunday or any other day on which commercial banking institutions are not required by law, regulation or executive order to be open in the State of New York or in the jurisdiction of the place of payment. If a payment date at a place of payment is on a Legal Holiday, payment shall be made at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.
Lien means, with respect to any asset, any mortgage, lien, deed of trust, hypothecation, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.
Limited Condition Acquisition means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.
Major Non-Controlling PP&E First Lien Agent means, with respect to any Shared Collateral, the PP&E First Lien Agent of the Series of Other PP&E First Lien Obligations that constitutes the largest outstanding principal amount (including contingent reimbursement agreements in respect of letters of credit) of any then outstanding Series of PP&E First Lien Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding Series of Other PP&E First Lien Obligations which have an equal outstanding principal amount, the Series of Other PP&E First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition and if such Series of Other PP&E First Lien Obligations have the same existing principal amount and same maturity date, the Major Non-Controlling PP&E First Lien Agent shall be determined by vote of the Holders of such Series of Other PP&E First Lien Obligations constituting a majority of the amount of such Series of Other PP&E First Lien Obligations.
Moodys means Moodys Investors Service, Inc. and any successor to its rating agency business.
Net Income means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
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Net Proceeds means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) secured by a Lien on the assets disposed of required (other than required by Section 4.06(b)(i)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
New York UCC means the Uniform Commercial Code as from time to time in effect in the State of New York.
Note Documents means this Indenture, the Notes and the Security Documents.
Notes has the meaning given to such term in the Preamble to this Indenture.
Obligations means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and bankers acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
Offering Memorandum means the Offering Memorandum relating to the offering of the Original Notes dated March 23, 2017.
Officer means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company.
Officers Certificate means a certificate signed by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or such other Person appointed by any of the foregoing, in each case, that meets the requirements set forth in this Indenture.
Opinion of Counsel means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.
Parent Company means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Company.
Paying Agent means an office or agency maintained by the Company pursuant to the terms of this Indenture, where Notes may be presented for payment.
Permitted Asset Swap means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with Section 4.06.
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Permitted Holder means the Related Parties and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision) of which any of the Related Parties are members.
Permitted Investments means:
(1) any Investment in the Company or any of its Restricted Subsidiaries;
(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;
(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person (including in the Equity Interests of such Person) if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.06(a) or any other disposition of assets not constituting an Asset Sale;
(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any extension, modification, replacement, renewal or reinvestments of any such Investments existing or committed on the Issue Date (other than reimbursements of Investments in the Company or any Subsidiary); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment or commitment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;
(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:
(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable;
(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or
(d) in settlement of debts created in the ordinary course of business;
(7) Hedging Obligations permitted under Section 4.03(b)(x);
(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.04(a)(3);
(9) guarantees (including Guarantees) of Indebtedness permitted under Section 4.03, performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.12, including, without limitation, any guarantee or other obligation issued or incurred under the Senior Credit
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Facilities in connection with any letter of credit issued for the account of the Company or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);
(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii) and (v) thereof);
(11) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment, or intellectual property, or the licensing or contribution of intellectual property pursuant to any distribution, service, joint marketing, co-branding, co-distribution or other similar arrangement, however denominated;
(12) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding, not to exceed the greater of (x) $300.0 million and (y) 4.25% of Consolidated Total Assets (with the fair market value of each investment being measured at the time made and without giving effect to subsequent changes in value); provided , however , that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (12) for so long as such Person continues to be a Restricted Subsidiary;
(13) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect any Receivables Facility;
(14) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, managers, consultants or independent contractors and members of management of the Company (or their respective immediate family members), any of its Subsidiaries or any direct or indirect parent of the Company not to exceed $10.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) (calculated without regard to write-downs or write-offs thereof);
(15) loans and advances to present or former officers, directors, employees, consultants, managers, members of management and independent contractors of payroll payments or other compensation and for travel, moving, entertainment and other similar expenses, drawing accounts and similar expenditures, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Persons purchase of Equity Interests of the Company or any direct or indirect Parent Company thereof;
(16) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(17) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course;
(18) Investments in any Subsidiary or any joint venture as required by, or made pursuant to, intercompany cash management arrangements, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements or related activities arising in the ordinary course of business;
(19) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;
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(20) Investments in joint ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (20) that are at the time outstanding, not to exceed the greater of (i) $300.0 million and (ii) 4.25% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(21) the Notes and the related Guarantees;
(22) guarantees of leases (other than capital leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business;
(23) Investments constituting advances, deposits, prepayments and other credits to, and guarantees for the benefit of, existing or potential suppliers, customers, distributors, licensors, licensees, lessee and lessors, in each case, in the ordinary course of business, to maintain the ordinary course of business or where there is a reasonable expectation for a material commercial benefit, as the case may be;
(24) extensions of trade credit and the conversion of overdue trade receivables into notes receivables in each case in the ordinary course of business; and
(25) Investments in notes receivables payable to the Company or any Restricted Subsidiary by the purchasers of assets purchased pursuant to dispositions permitted in accordance with Section 4.06.
Permitted Liens means, with respect to any Person:
(1) (a) (i) pledges, deposits or security by such Person under workmens compensation laws, unemployment insurance, employers health tax and other social security laws or similar legislation or regulations, health, disability or other employee benefits or property and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty, liability or other insurance to the Company and its Subsidiaries; or (b) Liens, pledges and deposits in connection with bids, tenders, contracts (other than for Indebtedness for borrowed money) or leases, statutory obligations, surety, stay, customs, bid and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, performance and completion guarantees and other obligations of a like nature (including letters of credit in lieu of any such items or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items described in this clause (1);
(2) Liens imposed by law, such as landlords, banks, carriers, warehousemens, workmens, materialmens, repairmens, construction and mechanics Liens, (i) for sums not yet overdue for a period of more than 30 days, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;
(3) Liens for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than 30 days, (ii) which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, (iii) for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property or (iv) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;
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(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practices prior to the Issue Date;
(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;
(6) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (iv), (xiv)(y) or (xviii) of Section 4.03(b); provided that (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock to be Incurred pursuant to Section 4.03(b)(iv) are limited to the assets financed with such Indebtedness, Disqualified Stock or Preferred Stock and any replacements thereof, additions and accessions thereto and the proceeds and products thereof and after-acquired and other related property; provided further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty and, (b) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.03(b) (xiv)(y) are solely on property or the assets or Capital Stock of the acquired, merged, amalgamated or consolidated entity, as the case may be, and improvements thereon and the proceeds and the products thereof and after-acquired property and (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (xviii) of Section 4.03(b) extend only to the assets of non-Guarantor Subsidiaries;
(7) Liens existing on the Issue Date (other than any Lien described under clause (38) or (39) of this definition of Permitted Liens);
(8) Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary (provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary) and any replacement, extension or renewal of any such Lien (to the extent the indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;
(9) Liens existing on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries; provided , however , such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided further , however , that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;
(10) Liens securing Indebtedness or other obligations of the Company or a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.03;
(11) Liens securing Hedging Obligations and in respect of Cash Management Services so long as the related Indebtedness is permitted to be incurred under this Indenture;
(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Persons obligations in respect of documentary letters of credit or bankers acceptances, a bank guarantee or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
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(13) leases, subleases, licenses or sublicenses, grants or permits (including with respect to intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases or accounts in connection with any transaction otherwise permitted under this Indenture;
(15) Liens in favor of the Company, FinCo or any Guarantor;
(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Companys or its Subsidiaries customers;
(17) (a) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility and (b) Liens on assets sold or transferred or purported to be sold or transferred to a Receivables Subsidiary in connection with a Receivables Facility and the proceeds of such assets, including, in each case, Liens on receivables resulting from precautionary Uniform Commercial Code filings or from recharacterization of any such sale as a financing or a loan;
(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided , however , that (a) such new Lien shall be limited to the same property that was permitted to secure the original Lien (other than the proceeds and products thereof, accessions thereto, improvements on such property and after-acquired property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any accrued interest and fees (including original issue discount, upfront fees or similar fees) and expenses, including premiums (including tender premiums), related to such refinancing, refunding, extension, renewal or replacement;
(19) deposits made or other security provided to secure liabilities to insurance brokers, insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;
(20) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(f) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(22) Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
(23) Liens deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under Section 4.03; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalents;
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(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(25) Liens that are contractual rights of set-off relating to (i) the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(26) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;
(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(28) restrictive covenants affecting the use to which real property may be put; provided , however , that the covenants are complied with;
(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;
(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;
(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;
(32) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(33) (i) customary transfer restrictions and purchase options in joint venture and similar agreements, (ii) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons and (iii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Wholly Owned Subsidiaries entered into in the ordinary course of business;
(34) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;
(35) Liens on the assets of non-Guarantor Subsidiaries of the Company (i) securing Indebtedness permitted to be incurred by non-Guarantor Subsidiaries under this Indenture or (ii) to the extent arising mandatorily under applicable law;
(36) other Liens securing obligations not to exceed the greater of (x) $400.0 million and (y) 6.0% of Consolidated Total Assets, at any one time outstanding; provided that, any Liens securing Borrowing Base Priority Obligations under this clause (36) will be pari passu with the Liens securing any other Borrowing Base Priority Obligations;
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(37) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers acceptances in the ordinary course of business, provided that such Liens attach only to the documents and goods covered thereby and proceeds thereof;
(38) Liens securing the Notes and the related Guarantees (not including any Additional Notes);
(39) Liens on the Collateral securing Borrowing Base Priority Obligations and/or PP&E First Lien Obligations in respect of Indebtedness and other obligations permitted to be incurred under any Credit Facilities, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to Section 4.03(b)(i);
(40) Liens on the Collateral securing PP&E First Lien Obligations in respect of Indebtedness and other obligations permitted to be incurred under any Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the indenture to be incurred pursuant to the covenant described under Section 4.03; provided that, with respect to Liens securing PP&E First Lien Obligations under this clause (40), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio of the Company and its Restricted Subsidiaries would have been no greater than 3.75 to 1.00;
(41) Liens on the Collateral securing PP&E Second Lien Obligations and which Liens are made junior to the Liens securing PP&E First Lien Obligations pursuant to the Collateral Trust Agreement; provided that such Indebtedness was permitted to be incurred under the covenant described under Section 4.03;
(42) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(43) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Indenture;
(44) agreements to subordinate any interest of the Company or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Company or any Restricted Subsidiary pursuant to an agreement entered into the ordinary course of business or consistent with industry practice;
(45) Liens securing Guarantees of any Indebtedness or other obligations otherwise permitted to be secured by a Lien under this Indenture;
(46) Liens in connection with a Sale and Lease-Back Transaction;
(47) Liens arising pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any environmental law; and
(48) Liens disclosed by the title insurance reports or policies delivered on or prior to the Issue Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal.
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For purposes of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (36), (38), (39), (40) or (41) above (giving effect to the incurrence of such portion of such Indebtedness), the Company, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clauses (36), (38), (39), (40) or (41) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.
For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
PP&E Agent means each PP&E First Lien Agent and each PP&E Second Lien Agent.
PP&E Collateral means all of the tangible and intangible properties and assets at any time owned or acquired by the Company or any Guarantor, except Borrowing Base Collateral and Excluded Assets.
PP&E Credit Agreement Secured Obligations means all Obligations under the Initial PP&E First Lien Term Facility and under or with respect to any other Term Loans under the Credit Agreement, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Initial PP&E First Lien Term Facility or such Term Loans but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
PP&E First Lien Agent means, at any time, (i) in the case of any PP&E Credit Agreement Secured Obligations or the PP&E Credit Agreement Secured Parties, the Initial PP&E Agent, (ii) in the case of the Obligations under this Indenture or the Holders of the Notes, the Trustee, and (iii) in the case of any other Series of Other PP&E First Lien Obligations or PP&E First Lien Secured Parties, the Person named as PP&E First Lien Agent for such Series in the applicable joinder agreement.
PP&E First Lien Documents means, with respect to the PP&E Credit Agreement Secured Obligations, the Credit Agreement Loan Documents, and with respect to the other PP&E First Lien Obligations, the documents governing such other PP&E First Lien Obligations.
PP&E First Lien Obligations means, collectively, (i) the PP&E Credit Agreement Secured Obligations and (ii) all other Obligations under any PP&E First Lien Term Facility under the PP&E First Lien Documents, including any and all amounts payable under the PP&E First Lien Documents with respect to the PP&E First Lien Term Facility, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding), including the Obligations under this Indenture.
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PP&E First Lien Secured Parties means (i) the PP&E Credit Agreement Secured Parties and (ii) the PP&E First Lien Secured Parties with respect to each Series of Other PP&E First Lien Obligations.
PP&E First Lien Security Document means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any PP&E First Lien Obligations or under which rights or remedies with respect to such Liens are governed, including without limitation, the Collateral Agreement and the Collateral Trust Agreement, in each case as amended, restated, supplemented or otherwise modified from time to time.
PP&E First Lien Term Facility means:
(1) Indebtedness represented by the Notes initially issued by the Company under this Indenture on the Issue Date;
(2) the Initial PP&E First Lien Term Facility;
(3) any other credit agreement, loan agreement, note agreement, indenture or other agreement evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred to extend, replace or refinance in whole or in part the Initial PP&E First Lien Term Facility, in each case in accordance with the terms of this Indenture, as amended, restated, supplemented or otherwise modified from time to time; and
(4) any other credit agreement, loan agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit (including, without limitation, with respect to any permitted first priority refinancing debt and any incremental equivalent debt), in the case of clauses (3) and (4), that (a) is secured by the Collateral on a pari passu basis with the other PP&E First Lien Obligations, (b) is designated as a PP&E First Lien Term Facility by the Company in an Officers Certificate delivered to each ABL Agent and each PP&E Agent and which also contains a certification that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and (c) otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement.
PP&E Loan Documents means the PP&E First Lien Documents and the PP&E Second Lien Loan Documents.
PP&E Pari Passu Intercreditor Agreement shall mean, that certain intercreditor agreement substantially in the form as set forth as an attachment in the Senior Credit Facilities, providing that the Liens securing the Notes shall rank pari passu with the Liens securing the obligations in respect of the term loans made under the Initial PP&E First Lien Term Facility (but without regard to control of remedies) and any other PP&E First Lien Obligations, and subject to the other exceptions set forth therein.
PP&E Priority Obligations means the PP&E First Lien Obligations and the PP&E Second Lien Obligations.
PP&E Second Lien Agent means each agent or trustee under any PP&E Second Lien Credit Agreement, in each case, together with any successor thereto.
PP&E Second Lien Credit Agreement means any loan agreement, credit agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit (including, without limitation, with respect to any Permitted Second Priority Refinancing Debt), in each case, that (i) is secured by the Collateral on a basis junior to the PP&E First Lien Obligations, (ii) is designated as a PP&E Second Lien Credit Agreement by the Company in a writing delivered to each ABL Agent and each PP&E Agent
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and which also contains a certification by the Company that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement
PP&E Second Lien Loan Documents means each PP&E Second Lien Credit Agreement, each PP&E Second Lien Security Document and each other Loan Document as defined in any PP&E Second Lien Credit Agreement (or any similar term as defined in any such agreement).
PP&E Second Lien Obligations means all obligations and all liabilities (contingent or otherwise) relating to any PP&E Second Lien Credit Agreement under the PP&E Second Lien Loan Documents, including any and all amounts payable under the PP&E Second Lien Loan Documents with respect to the PP&E Second Lien Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding).
PP&E Second Lien Security Documents means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any PP&E Second Lien Obligations or under which rights or remedies with respect to such Liens are governed as amended, restated, supplemented or otherwise modified from time to time.
PP&E Second Lien Secured Parties means, at any relevant time, the holders of PP&E Second Lien Obligations at that time.
PP&E Secured Parties means, at any relevant time, the PP&E First Lien Secured Parties and the PP&E Second Lien Secured Parties.
Preferred Stock means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
Principal means Carl Icahn.
Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.
Qualifying IPO means the issuance and sale by any direct or indirect Parent Company of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) pursuant to which net proceeds are received by any direct or indirect Parent Company and contributed to the Company or any Restricted Subsidiary.
Rating Agencies means Moodys, S&P and Fitch, or if Moodys, S&P and Fitch or any of the foregoing shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moodys, S&P and Fitch or any of the foregoing, as the case may be.
Receivable means a payment owing to a Person (whether constituting an account, chattel paper, document, instrument or general intangible) arising from the provision of merchandise, goods or services by such Person, including the right to payment of any interest or finance charges and other obligations owing to such Person with respect thereto.
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Receivables Facility means any transaction or series of transactions in one or more receivables financing facilities entered into by the Company or any of its Restricted Subsidiaries pursuant to which such party consummates a true sale of receivables, drafts, bills of exchange or similar right to payment to (i) a Person that is not a Restricted Subsidiary; or (ii) a Receivables Subsidiary that in turn sells such asset to a Person that is not a Restricted Subsidiary, in each case, on market terms as determined in good faith by the Company; provided that such Receivables Facility is (x) non-recourse to the Company and the Restricted Subsidiaries (except for Securitization Undertakings made in connection with such Receivables Facility) and their assets, other than any recourse solely attributable to a breach by the Company or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with a true sale of receivables, drafts, bills of exchange or similar rights to payment on a non-recourse basis and (y) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the true sale of receivables, drafts, bills of exchange or similar rights to payment, as applicable, on market terms for similar transactions.
Receivables Fees means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.
Receivables Subsidiary means any Subsidiary formed for the purpose of, and that engages only in one or more Receivables Facilities and other activities reasonably related thereto.
Refinancing means the offering of the Notes and the use of proceeds therefrom as described in the Offering Memorandum.
Refinancing Expenses means all fees and expenses, including any prepayment penalties or premiums and fees of counsel, related to the Refinancing.
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
Related Party or Related Parties means (1) the Principal and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and the spouses of such descendants (including stepchildren and adopted children) (collectively, the Family Group); (b) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each an Entity and collectively Entities) controlled by (as defined in the definition of Affiliate) one or more members of the Family Group; (c) any Entity over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position with such Entity or in any other manner (such rights hereinafter referred to as Veto Power); (d) the estate of any member of the Family Group; (e) any trust created (in whole or in part) by any one or more members of the Family Group; (f) any individual or Entity who receives an interest in any estate or trust listed in clauses (d) or (e), to the extent of such interest; (g) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of one or more members of the Family Group; (h) any organization described in Section 501(c) of the Code, over which any one or more members of the Family Group and the trusts and estates listed in clauses (d), (e) and (g) have direct or indirect Veto Power, or to which they are substantial contributors (as such term is defined in Section 507 of the Code); (i) any organization described in Section 501(c) of the Code of which a member of the Family Group is an officer, director or trustee; or (j) any Entity, directly or indirectly (i) owned or controlled by (as defined in the definition of Affiliate) or (ii) a majority of the economic interests in which are owned by, or are for or accrue to the benefit of, in either case, any Person or Persons identified in clauses (a) through (i) above. For the purposes of this definition of Related Party, and for the avoidance of doubt, in addition to any
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other Person or Persons that may be considered to possess control, (x) a partnership shall be considered controlled by a general partner or managing general partner thereof, (y) a limited liability company shall be considered controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered controlled by any trustee, executor, personal representative, administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom.
Restricted Investment means an Investment other than a Permitted Investment.
Restricted Subsidiary means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
Sale and Lease-Back Transaction means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.
SEC means the U.S. Securities and Exchange Commission.
Second Priority Obligations means the PP&E Second Lien Obligations.
Secured Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.
Secured Obligations shall mean, collectively, the First Priority Obligations and the Second Priority Obligations.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
Securitization Undertakings means representations, warranties, covenants, repurchase obligations, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be required by a seller or servicer (or parent of such seller or servicer) in a Receivables Facility.
Security Documents means the Collateral Trust Agreement, the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement, each respective joinder to the Collateral Trust Agreement, the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement, all security agreements, pledge agreements, control agreements, collateral assignments, mortgages, deeds of trust or other grants or transfers for security or agreements related thereto executed and delivered by the Company or any Guarantor creating or perfecting (or purporting to create or perfect) or perfecting a Lien upon Collateral in favor of the Collateral Trustee on behalf of the trustee and the Holders of the Notes to secure the Notes and the Guarantee, in each case, as amended, modified, restated, supplemented or replaced from time to time.
Senior Credit Facilities means (1) the Term Loan and Revolving Credit Agreement dated as of December 27, 2007 and as amended as of April 15, 2014 (referred to herein as the Credit Agreement ), among the Company, the other borrowers and guarantors party thereto, the subsidiaries of the Company party thereto from time to time, the lenders party thereto from time to time in their capacities as lenders thereunder and Citicorp USA, Inc., as administrative agent for the lenders, including one or more debt facilities or other financing arrangements (including, without limitation indentures) providing for term loans, revolving loans or other long-term indebtedness that replace or refinance such credit facility, including any such replacement or refinancing facility or indenture that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by
37
the same or any other agent, lender or group of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility and (2) whether or not the credit agreement referred to in clause (1) remains outstanding, if designated by the Company to be included in the definition of Senior Credit Facilities, one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, Receivables Facilities (including through the sale of receivables to lenders or to special purpose entities formed to borrower from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time.
Series means (i) with respect to the PP&E First Lien Secured Parties, each of (A) the PP&E Credit Agreement Secured Parties (in their capacities as such), (B) the Trustee and the Holders of the Notes (in their capacities as such), and (C) the PP&E First Lien Secured Parties that become subject to the PP&E Pari Passu Intercreditor Agreement after the date hereof that are represented by a common PP&E First Lien Agent (in its capacity as such for such PP&E First Lien Secured Parties) and (ii) with respect to any PP&E First Lien Obligations, each of (A) the PP&E Credit Agreement Secured Obligations, (B) the Obligations under this Indenture and (C) the other PP&E First Lien Obligations incurred pursuant to any other PP&E First Lien Document, which pursuant to any applicable joinder agreement, are to be represented hereunder by a common PP&E First Lien Agent (in its capacity as such for such other PP&E First Lien Obligations).
Shared Collateral means, at any time, Collateral in which the holders of two or more Series of PP&E First Lien Obligations (or their respective PP&E First Lien Agents or the Collateral Trustee on behalf of such holders) hold, or purport to hold, a valid security interest or Lien at such time. If more than two Series of PP&E First Lien Obligations are outstanding at any time and the holders of less than all Series of PP&E First Lien Obligations hold, or purport to hold, a valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of PP&E First Lien Obligations that hold a valid security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have, or purport to have, a valid security interest or Lien in such Collateral at such time.
Significant Subsidiary means any Restricted Subsidiary that would be a significant subsidiary as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
Similar Business means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto.
Subordinated Indebtedness means, with respect to the Notes, (1) any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.
Subsidiary means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a qualifying share of the former Person shall be deemed to be outstanding.
Tax Amount means, for any taxable period (or portion thereof) during which the Company is treated as a passthrough entity or disregarded entity or filing a consolidated return within a parent entity for U.S. federal income
38
tax purposes, the combined federal, state and local income taxes, including estimated taxes, that would be payable by the Company if it were a Delaware corporation filing a consolidated tax return as the parent of a consolidated group only including the Company and its applicable Restricted Subsidiaries for such period; provided that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, that would have arisen if Company were a Delaware corporation (but assuming these assets are carried forward in their entirety, notwithstanding any rule permitting carrybacks) shall be taken into account but only to the extent such carryforward attributes arise after the date hereof, subject to any limitations on the utilization of any such carryforwards or attributes imposed by law; provided further that (i) if there is an adjustment in the amount of the relevant taxable income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, (ii) the Tax Amount shall be reduced by any amounts paid directly by the Company or its Restricted Subsidiaries with respect to their tax liability and (iii) any Tax Amount other than amounts relating to estimated taxes shall be computed by a nationally recognized accounting firm (but, including in any event, the Companys auditors); provided further that payments with respect to any taxes attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Company for the purposes of paying taxes.
Trust Officer means when used with respect to the Trustee, any officer assigned to the Corporate Trust division (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for purposes of Section 7.01(c)(2) shall also include any other officer of the Trustee to whom any corporate trust matter relating to this Indenture is referred because of such officers knowledge of and familiarity with the particular subject.
Trustee means the party named as such in the Preamble of this Indenture until a successor replaces it and, thereafter, means the successor.
UCC means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.
Unrestricted Subsidiary means:
(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary (other than FinCo) unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that
(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;
(2) such designation complies with Section 4.04; and
(3) each of:
(a) the Subsidiary to be so designated; and
(b) its Subsidiaries
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has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.
The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.
Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officers Certificate certifying that such designation complied with the foregoing provisions.
Voting Stock of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
Weighted Average Life to Maturity means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
(2) the sum of all such payments.
Wholly Owned Subsidiary of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.
Section 1.02 Other Definitions .
Term |
Defined
|
|
Acceptable Commitment | 4.06(b) | |
Additional Amounts | 4.16 | |
Affiliate Transaction | 4.07 | |
Appendix | 2.01 | |
Asset Sale Offer | 4.06(b) | |
Authenticating Agent | 2.03 | |
Authentication Order | 2.03 | |
Calculation Agent | Appendix A | |
Change in Tax Law | Appendix A | |
Change of Control Offer | 4.08(a) | |
Change of Control Payment | 4.08(a) | |
Change of Control Payment Date | 4.08(b)(iii) | |
Clearstream | Appendix A | |
covenant defeasance option | 8.01(c) |
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Term |
Defined
|
|
Covenant Suspension Event | 4.14(a) | |
Definitive Fixed Rate Note | Appendix A | |
Definitive Floating Rate Note | Appendix A | |
Definitive Note | Appendix A | |
Depository | 1.01 | |
Determination Date | Appendix A | |
EURIBOR | Appendix A | |
euro zone | Appendix A | |
Euroclear | Appendix A | |
Event of Default | 6.01 | |
Excess Proceeds | 4.06(b) | |
Foreign Disposition | 4.06(b) | |
Global Notes | Appendix A | |
Global Notes Legend | Appendix A | |
Guaranteed Obligations | 10.01(a) | |
IAI | Appendix A | |
incur | 4.03(a) | |
Initial Purchaser | Appendix A | |
Interest Period | Appendix A | |
legal defeasance option | 8.01(c) | |
Original Fixed Rate Notes | Preamble | |
Original Floating Rate Notes | Preamble | |
Original Notes | Preamble | |
Parallel Debt | 12.08 | |
Paying Agent | 1.01 | |
Payor | 4.16 | |
protected purchaser | 2.08 | |
Purchase Agreement | Appendix A | |
QIB | Appendix A | |
Refinancing Indebtedness | 4.03(b)(xiii) | |
Refunding Capital Stock | 4.04(b)(ii)(A) | |
Register | 2.04(b) | |
Registrar | 2.04(b) | |
Regulation S | Appendix A | |
Regulation S Global Notes | Appendix A | |
Regulation S Permanent Global Note | Appendix A | |
Regulation S Temporary Global Note | Appendix A | |
Regulation S Notes | Appendix A | |
Relevant Taxing Jurisdiction | 4.16 | |
Restricted Period | Appendix A | |
Restricted Notes Legend | Appendix A | |
Reuters Screen EURIBOR 01 Page | Appendix A | |
Reversion Date | 4.14(a) | |
Rule 144A | Appendix A | |
Rule 144A Fixed Rate Notes | Appendix A | |
Rule 144A Floating Rate Notes | Appendix A | |
Rule 144A Global Notes | Appendix A | |
Rule 144A Notes | Appendix A | |
Rule 501 | Appendix A | |
Successor Person | 5.01(b)(i)(A) | |
Successor Company | 5.01(a)(i) | |
Successor Finco | 5.01(c) | |
Suspended Covenants | 4.14(a) |
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Term |
Defined
|
|
Suspension Period | 4.14(a) | |
TARGET Settlement Date | Appendix A | |
Tax Redemption Date | Appendix A | |
Transfer Restricted Notes | Appendix A | |
Treasury Capital Stock | 4.04(b) | |
Unrestricted Definitive Fixed Rate Note | Appendix A | |
Unrestricted Definitive Floating Rate Note | Appendix A | |
Unrestricted Definitive Note | Appendix A | |
Unrestricted Global Note | Appendix A |
Section 1.03 Rules of Construction . Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c) or is not exclusive;
(d) including means including without limitation;
(e) words in the singular include the plural and words in the plural include the singular;
(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness, and senior Indebtedness shall not be deemed to be subordinate or junior to any other senior Indebtedness merely by virtue of its junior priority with respect to the same collateral;
(g) $ and U.S. Dollars each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts;
(h) and euro each refer to the single currency of participating member states of the EMU;
(i) consolidated means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment;
(j) will shall be interpreted to express a command;
(k) provisions apply to successive events and transactions;
(l) unless the context otherwise requires, any reference to an Appendix, Article, Section, clause, Schedule or Exhibit refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;
(m) the words herein, hereof and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;
42
(n) references to sections of, or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and
(o) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture.
Section 1.04 Limited Condition Acquisition . When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default or Event of Default shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, then any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition.
Section 1.05 Acts of Holders .
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.
(c) The ownership of Notes shall be proved by the Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.
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(e) The Company may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders, but the Company shall have no obligation to do so.
(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.
(g) Without limiting the generality of the foregoing, a Holder, including the Depository, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depository may provide its proxy to the beneficial owners of interests in any such Global Note through such Depositorys standing instructions and customary practices.
(h) The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by Common Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.
ARTICLE 2
THE NOTES
Section 2.01 Amount of Notes . The aggregate principal amount of Fixed Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is 415,000,000. The aggregate principal amount of Floating Rate Notes which may be authenticated and delivered under this Indenture on the Issue Date is 300,000,000.
The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08, 4.08(c) or Appendix A (the Appendix )), there shall be (a) established in or pursuant to a resolution of the board of directors of each of the Issuers and (b) (i) set forth or determined in the manner provided in an Officers Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered under this Indenture;
(2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
(3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A or Exhibit B hereto, as applicable, and any
44
circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Depository for such Global Note or a nominee thereof.
If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the board of directors of each of the Issuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each of the Issuers and delivered to the Trustee at or prior to the delivery of the Officers Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
The Fixed Rate Notes, including any Additional Fixed Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Floating Rate Notes, including any Additional Floating Rate Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
Section 2.02 Form and Dating . Provisions relating to the Notes are set forth in the Appendix, which is hereby incorporated into and expressly made a part of this Indenture. The (i) Original Notes and the certificate of authentication and (ii) any Additional Notes and the certificate of authentication shall each be substantially in the form of Exhibit A or Exhibit B hereto, as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which any Issuer or any Guarantor is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Fixed Rate Notes and the Floating Rate Notes each will constitute a separate series of Notes and will not vote together as a single class under this Indenture for any reason.
The provisions of the Operating Procedures of the Euroclear System and Terms and Conditions Governing Use of Euroclear and the General Terms and Conditions of Clearstream Banking and Customer Handbook of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream.
Section 2.03 Execution and Authentication . The Trustee or the Authenticating Agent, as applicable, shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuers (an Authentication Order ) (a) (i) Original Fixed Rate Notes for original issue on the date hereof in an aggregate principal amount of 415,000,000 and (ii) Original Floating Rate Notes for original issue on the date hereof in an aggregate principal amount of 300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least 100,000 and integral multiples of 1,000 in excess thereof.
One Officer of each of the Issuers shall sign the Notes for the Issuers by manual or facsimile signature.
If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or the Authenticating Agent authenticates the Note, the Note shall be valid nevertheless.
A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee or the Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee or the Issuers may appoint one or more authenticating agents (each an Authenticating Agent ) reasonably acceptable to the Issuers to authenticate the Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
45
authentication by such agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Issuers hereby initially appoint The Bank of New York Mellon, London Branch as Authenticating Agent, and The Bank of New York Mellon, London Branch hereby accepts such appointment.
Section 2.04 Paying Agent and Registrar .
(a) The Company shall maintain one or more paying agents (each, a Paying Agent ) for the Notes, including a Paying Agent in each of (i) the City of London and (ii) Luxembourg, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF, but only if the rules of the Luxembourg Stock Exchange so require (which they currently do not), and may appoint additional Paying Agents. The term Paying Agent includes any additional paying agent. The Company initially appoints The Bank of New York Mellon, London Branch, as Paying Agent. In addition, the Issuer undertakes that it will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the Council of the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the Economic and Financial Affairs Council ( ECOFIN ) meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive.
(b) The Company shall also maintain one or more registrars (each, a Registrar ). The Registrar shall keep a register of the Notes (the Register ) and of their transfer and exchange. The Company may have one or more co-registrars. The term Registrar includes any co-registrars. The Company initially appoints The Bank of New York Mellon (Luxembourg) S.A., as Registrar.
(c) The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee or its designee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.
(d) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee and without prior notice to any Holder; provided , however , that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee (or its designee) shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Company will publish a notice of any change of Paying Agent or Registrar in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort ) or the website of the Luxembourg Stock Exchange (www.bourse.lu).
(e) The Company initially appoints The Bank of New York Mellon, London Branch to act as Common Depository with respect to the Global Notes.
Section 2.05 Paying Agent to Hold Money . By 10:00 a.m. London time one Business Day prior to each due date of the principal of and interest on any Note, the Issuers shall deposit with a Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee in writing of any default by the Issuers in making any such payment. If any of the Issuers or a Wholly Owned Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it for the benefit of the Persons entitled thereto. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee (or the Trustees designee) and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee (or its designee) shall serve as Paying Agent for the Notes.
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Section 2.06 Holder Lists . The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar or if the Paying Agent is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee and the Paying Agent, as applicable, in writing at least five Business Days before each interest payment record date and at such other times as the Trustee or the Paying Agent, as applicable, may request in writing, a list in such form and as of such date as the Trustee or the Paying Agent, as applicable, may reasonably require of the names and addresses of Holders.
Section 2.07 Transfer and Exchange . The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee or Authenticating Agent shall authenticate Notes at the Registrars request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes (i) selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed), (ii) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (iii) between a regular record date and the next succeeding interest payment date.
Prior to the due presentation for registration of transfer of any Note, the Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.
All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Section 2.08 Replacement Notes . If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee or Authenticating Agent shall authenticate a replacement Note if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a protected purchaser ) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuers to protect the Issuers, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof.
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Every replacement Note is an additional obligation of the Issuers.
The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.
Section 2.09 Outstanding Notes . Notes outstanding at any time are all Notes authenticated by the Trustee or the Authenticating Agent except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08 and those described in this Section as not outstanding. Subject to Section 13.06, a Note does not cease to be outstanding because the Issuers or an Affiliate of either of the Issuers holds the Note.
If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser.
If a Paying Agent segregates, in accordance with this Indenture, on a redemption date or maturity date or any date of purchase pursuant to an offer to purchase money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed, maturing or purchased, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.
Section 2.10 Temporary Notes . In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuers may prepare and the Trustee or Authenticating Agent shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee or Authenticating Agent shall authenticate Definitive Notes and make them available for delivery in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuers, without charge to the Holder. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes.
Section 2.11 Cancellation . The Issuers at any time may deliver Notes to the Trustee or the Registrar for cancellation. The Registrar and each Paying Agent may forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act and the Trustee), except that so long as the Notes are denominated in euro currency, the Registrar may cancel Notes whenever the Trustee may do so. The Issuers may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee or the Registrar for cancellation. The Trustee or Authenticating Agent shall not authenticate Notes in place of cancelled Notes other than pursuant to the terms of this Indenture.
Section 2.12 Defaulted Interest . If the Issuers default in a payment of interest on the Notes, the Issuers shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment and shall promptly send or cause to be sent to each affected Holder, the Paying Agent and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
Section 2.13 Common Code, ISINs, etc. The Issuers in issuing the Notes may use ISINs and Common Code numbers (if then generally in use) and, if so, the Trustee, the Registrar or the Paying Agent shall use ISINs and Common Code numbers in notices of redemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption that reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall promptly advise the Trustee, the Registrar and the Paying Agent in writing of any change in the ISINs and Common Code numbers.
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Section 2.14 Calculation of Principal Amount of Notes . The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officers Certificate.
ARTICLE 3
REDEMPTION
Section 3.01 Redemption . The Fixed Rate Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Fixed Rate Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to, but excluding, the redemption date. The Floating Rate Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Floating Rate Notes set forth in Exhibit B hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to, but excluding, the redemption date and, in the case of a redemption pursuant to the Redemption for Taxation Reasons provisions of Paragraph 5 of the Fixed Rate Notes or the Floating Rate Notes, as applicable, all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date.
Section 3.02 Applicability of Article . Redemption of Notes at the election of the Issuers or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.
Section 3.03 Notices to Trustee . If the Issuers elect to redeem Notes pursuant to the optional redemption provisions or Redemption for Taxation Reasons provisions of Paragraph 5 of the Fixed Rate Note or the Floating Rate Notes, as applicable, they shall notify the Trustee and Paying Agent in writing of (i) the paragraph or subparagraph of such Note and the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Issuers shall give notice to the Trustee, the Registrar and the Paying Agent provided for in this Section 3.03 at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Note, provided , notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01. Such notice shall be accompanied by an Officers Certificate from the Issuers to the effect that such redemption will comply with the conditions herein. Any such notice may be cancelled at any time by written notice to the Trustee, the Registrar and the Paying Agent prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.
In addition, if the Issuers elect to redeem Notes pursuant to the optional redemption or redemption for tax reasons provisions of Paragraph 5 of the Fixed Rate Notes or the Floating Rate Notes, as applicable, prior to the publication or mailing of any notice of redemption of any Notes pursuant to the foregoing, the Issuers shall deliver to the Trustee and the Paying Agent (a) an Officers Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of the Issuers choosing of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee shall accept and shall be entitled to rely on such Officers Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
Section 3.04 Selection of Notes to Be Redeemed . In the case of any partial redemption, selection of the Notes for redemption will be made in accordance with the procedures of Euroclear and Clearstream or the relevant clearing system (including by the pro rata reduction of the principal amount of all Notes by the application of a
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pool factor in accordance with the normal procedures of Euroclear and Clearstream); provided that no Notes in denominations of 100,000 or less shall be redeemed in part. The Registrar shall make the selection from outstanding Notes not previously called for redemption. The Registrar may select for redemption portions of the principal of Notes that have denominations larger than 100,000. Notes and portions of them that the Registrar selects shall be in principal amounts of 100,000 or any integral multiple of 1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Registrar shall notify the Issuers and the Trustee as soon as practicable of the Notes or portions of Notes to be redeemed.
After the redemption date, upon surrender of the Note to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the Notes or portions thereof called for redemption, unless the Issuers default in the delivery of the redemption amount.
If and for so long as any Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, any redemption notice to the Holders of the relevant Notes shall also be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu), and, in connection with any redemption, the Company will notify the Luxembourg Stock Exchange of any change in the principal amount of Notes outstanding.
Section 3.05 Notice of Redemption .
(a) At least 30 days but not more than 60 days prior to a redemption date pursuant to the optional redemption or redemption for tax reasons provisions of Paragraph 5 of the Note, the Issuers shall mail or cause to be mailed by first-class mail (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) a notice of redemption to each Holder whose Notes are to be redeemed at such Holders registered address (except that such notice of redemption may be mailed (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01).
Any such notice shall identify the Notes to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price and the amount of accrued and unpaid interest to the redemption date; provided that in connection with a redemption under the second subparagraph of Paragraph 5 of the Note, the initial notice need not set forth the redemption price but only the manner of calculation thereof;
(iii) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
(iv) the name and address of the Paying Agent;
(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest and, in the case of a redemption pursuant to the redemption for tax reasons provisions of Paragraph 5 of the Fixed Rate Notes or the Floating Rate Notes, as applicable, all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date;
(vi) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;
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(vii) that, unless the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;
(viii) the ISIN and/or Common Code number, if any, printed on the Notes being redeemed; and
(ix) that no representation is made as to the correctness or accuracy of the ISIN and/or Common Code number, if any, listed in such notice or printed on the Notes.
(b) At the Issuers written request, the Paying Agent shall give the notice of redemption in the Issuers name and at the Issuers expense. In such event, the Issuers shall provide the Trustee with the information required by this Section at least 15 days (or such shorter period as shall be acceptable to the Paying Agent) prior to the date such notice is to be provided to Holders.
Section 3.06 Effect of Notice of Redemption . Once notice of redemption is mailed or sent in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in Paragraph 5(c) under the Optional Redemption provisions of the Fixed Rate Notes or the Floating Rate Notes, as applicable, or Paragraph 5(c) under the Redemption for Taxation Reasons provisions of the Fixed Rate Notes or the Floating Rate Notes, as applicable. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest, to, but not including, the redemption date; provided , however , that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
Section 3.07 Deposit of Redemption Price . With respect to any Notes, one Business Day prior to the redemption date, the Issuers shall deposit with the Paying Agent (or, if any of the Issuers or a Wholly Owned Subsidiary of the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuers to the Trustee or the Registrar for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture or applicable law.
Section 3.08 Notes Redeemed in Part . Upon surrender of a Note that is redeemed in part, the Issuers shall execute and the Trustee or the Authenticating Agent shall authenticate for the Holder (at the Issuers expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of 100,000 or an integral multiple of 1,000 in excess thereof.
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes . The Issuers shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal or interest shall be considered paid on the date due if on the Business Day prior to such date the Trustee or the Paying Agent holds as of 10:00 a.m., London time, money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes, and they shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful.
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Section 4.02 Reports and Other Information .
(a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company shall furnish to the Trustee: (1) within 120 days after the end of each fiscal year end of the Company, audited year-end consolidated financial statements of the Company and its Subsidiaries (including a balance sheet, statement of operations and a statement of cash flows and related footnotes) prepared in accordance with GAAP, except as noted therein, plus a Managements Discussion and Analysis of Financial Condition and Results of Operations and a presentation of earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited quarterly consolidated financial statements of the Company and its Subsidiaries (including a balance sheet, statement of operations or a statement of cash flows and related footnotes) prepared in accordance with GAAP, except as noted therein, plus a Managements Discussion and Analysis of Financial Condition and Results of Operations and a presentation of earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum; (3) within ten (10) Business Days after the occurrence of such an event, the information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b), 5.02(c) and 5.02(d) (other than with respect to information required or contemplated by Item 402 of Regulation S-K) if the Company were required to file such reports; provided , however , that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided further that no such current report will be required to include a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director or officer; and (4) with respect to the annual financial statements only, a report on the annual financial statements by Companys independent registered public accounting firm; it being understood that for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall not be required to include, except as otherwise provided in this paragraph, any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any push down accounting adjustment.
(b) Notwithstanding the foregoing, (a) the Company will not be required to furnish any information, certificates or reports required by (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein or (iii) Rule 3-05, 3-09 and 3-10 of Regulation S-X; (b) such reports shall not be required to present compensation or beneficial ownership information; (c) such reports shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K (except this clause (c) shall not apply to any financial statements otherwise expressly required to be provided under this Section 4.02); and the financial statements required of any acquired businesses will be limited to the financial statements (in whatever form) that the Company receives in connection with any such acquisition, whether or not audited.
(c) The Company shall deliver such information and such reports to any Holder of a Note and, upon request, to any beneficial owner of the Notes, in each case by posting such information on password-protected website which will require a confidentiality acknowledgment, and will make such information readily available to any prospective investor in the Notes that certifies that it is an eligible purchaser of the Notes, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes, in each case who (i) agrees to treat such information as confidential or (ii) accesses such information on such password-protected website which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective investor in the Notes, securities analyst (to the extent providing analysis of investment in the Notes) or market maker in the Notes. The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) to discuss such financial information within ten (10) Business Days after distribution of such financial information or otherwise providing substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such
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reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability); it being understood that any customary quarterly earnings calls with public equity holders shall be deemed to constitute such quarterly conference calls for all Holders and such securities analysts.
(d) To the extent not satisfied by the foregoing, the Company will also furnish to Holders, securities analysts (to the extent providing analysis of investment in the Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act.
(e) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (a)(1) and (2) of Section 4.02 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(f) The Company will be deemed to have furnished the reports referred to in Section 4.02(a) if the Company has filed reports containing such information with the SEC. The Trustee shall have no duty to monitor whether any such filings have been made.
(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustees receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Companys compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers Certificate).
(h) To the extent that any reports or other information is not furnished within the time periods specified above and such reports or other information is subsequently furnished prior to the time such failure results in an Event of Default, the Issuers will be deemed to have satisfied their obligations with respect thereto and any Default with respect thereto shall be deemed to have been cured. Notwithstanding anything herein to the contrary, the Issuers will not be deemed to have failed to comply with any of their obligations hereunder for purposes of Section 6.01(c) until 90 days after the date of any report hereunder is due.
Section 4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, incur and collectively, an incurrence ) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided , however , that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided further that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and, Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by non-Guarantor Subsidiaries shall not exceed the greater of (x) $250.0 million and (y) 3.5% of Consolidated Total Assets, at any one time outstanding, on a pro forma basis (including pro forma application of the proceeds therefrom).
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(b) Section 4.03(a) shall not apply to:
(i) Indebtedness incurred pursuant to Credit Facilities (and the issuance and creation of letters of credit and bankers acceptances thereunder (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof)) by the Company or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed the greater of $2,700.0 million and (b) the Borrowing Base as of the date of such incurrence;
(ii) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) issued on the Issue Date;
(iii) Indebtedness of the Company and its Restricted Subsidiaries in existence, or pursuant to commitments existing, on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b));
(iv) (x) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock issued by the Company or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, replacement or improvement of property (real or personal) or equipment, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (y) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (iv); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (x) and (y) of this clause (iv) does not exceed the greater of (A) $200.0 million and (B) 3.0% of Consolidated Total Assets at any one time outstanding;
(v) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments supporting trade payables, discounted bills of exchange, the discounting or factoring of receivables for credit management purposes, bankers acceptances, warehouse receipts or other similar facilities issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance (including premiums related thereto) or other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;
(vi) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with an acquisition or disposition of any business or assets or a Subsidiary in accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Company or any Restricted Subsidiary pursuant to any such agreement;
(vii) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor or FinCo is expressly subordinated in right of payment to the Notes to the extent that such subordination is permitted by applicable law; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);
(viii) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor or FinCo incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor or FinCo, such Indebtedness is expressly subordinated in right of payment to the Guarantee of
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the Notes of such Guarantor to the extent that such subordination is permitted by applicable law; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (viii);
(ix) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (ix);
(x) (A) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; and (B) Indebtedness in respect of any Bank Products or Cash Management Services provided by any lender party to any Senior Credit Facilities or any affiliate of such lender (or any Person that was a lender or an affiliate of a lender at the time the applicable agreement pursuant to which such Bank Products or Cash Management Services are provided was entered into) in the ordinary course of business;
(xi) obligations (including reimbursement obligations with respect to guaranties, letters of credit, bank guarantees or other similar instruments) in respect of tenders, statutory obligations, leases, governmental contracts, trade contracts, stay, performance, bid, customs, appeal and surety bonds and performance and/or return of money bonds and completion guarantees or other obligations of a like nature provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or industry practices;
(xii) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (xii)(b), does not at any one time outstanding exceed the greater of (x) $500.0 million and (y) 7.0% of Consolidated Total Assets ( provided that (x) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued by non-Guarantor Subsidiaries pursuant to this clause (xii) shall not exceed the greater of (a) $250.0 million at any one time outstanding or (b) 3.5% of Consolidated Total Assets and (y) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (xii) shall cease to be deemed incurred, issued or outstanding for purposes of this clause (xii) but shall be deemed incurred or issued for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under Section 4.03(a) without reliance on this clause (xii));
(xiii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or issuance of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness incurred (including any existing commitments unutilized thereunder) or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii) and (xii)(a) above, this clause (xiii) and clause (xiv) below of this Section 4.03(b) or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance or renew such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay accrued interest and dividends, premiums (including tender premiums), defeasance costs and fees and expenses (including
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original issue discount, upfront fees or similar fees) in connection therewith (the Refinancing Indebtedness ) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:
(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred or issued which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness);
(2) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (x) Indebtedness subordinated to or pari passu with the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or the Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and
(3) shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, (y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor, or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; or
(4) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases Indebtedness secured by Liens junior in priority to the Liens securing the Notes or any Guarantee, such Refinancing Indebtedness is secured by Liens junior in priority to the Liens securing the Notes or such Guarantee;
(xiv) (x) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition, merger, consolidation or amalgamation or investment or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into or amalgamated or consolidated with or into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture or that is assumed by the Company or any Restricted Subsidiary in connection with such acquisition, which with respect to this clause (y) is not incurred by such Persons in connection with, or in anticipation of, such acquisition, merger, amalgamation or consolidation; provided that after giving effect to such acquisition, merger, amalgamation or consolidation or investment, either:
(1) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
(2) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation;
(xv) Indebtedness (1) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (2) in respect of any commercial credit cards, stored value cards, purchasing cards, treasury management, check drawing and automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items, interstate depository network services, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management), dealer incentive, supplier finance or similar programs, current account facilities, netting services, employee credit card programs, overdraft facilities, foreign exchange facilities, payment facilities and, in each case, similar arrangements and cash management arrangements entered into in the ordinary course of business;
(xvi) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;
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(xvii) (1) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (2) any guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of this Indenture; provided that such guarantee is incurred in accordance with Section 4.11;
(xviii) Indebtedness of non-Guarantor Subsidiaries of the Company incurred not to exceed, together with any other Indebtedness incurred under this clause (xviii) at any one time outstanding, the greater of (x) $200.0 million and (y) 3.0% of Consolidated Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (xviii) shall cease to be deemed incurred or outstanding for purposes of this clause (xviii) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the applicable non-Guarantor Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance on this clause (xviii);
(xix) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (1) the financing of insurance premiums, (2) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business and/or (3) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;
(xx) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to any stockholders of any direct or indirect Parent Company or any future, present or former employee, officer, director, member of management, consultant or independent contractor (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing), or any direct or indirect parent thereof, in each case to finance the purchase or redemption of Equity Interests of the Company, a Restricted Subsidiary or any of their direct or indirect parent companies to the extent described in Section 4.04(b)(v);
(xxi) (a) to the extent constituting Indebtedness, obligations of the Company or a Restricted Subsidiary, in a Receivables Facility and (b) to the extent constituting Indebtedness, obligations of the Company or a Restricted Subsidiary as seller or servicer under a Receivables Facility and any guarantee by the Company of such Indebtedness;
(xxii) Indebtedness of the Company or any Restricted Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business;
(xxiii) Indebtedness consisting of obligations owing under supply, customer, distribution, license, lease or similar agreements entered into in the ordinary course of business;
(xxiv) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers or consultants of the Company or any of its Restricted Subsidiaries or any direct or indirect Parent Company incurred in the ordinary course of business and deferred compensation or any Investments or any Restricted Payments permitted pursuant to Section 4.04;
(xxv) Indebtedness in respect of letters of credit, bank guaranties, surety bonds, performance bonds and similar instruments issued for general corporate purposes in the ordinary course of business;
(xxvi) Indebtedness arising out of any Sale and Lease-Back Transaction incurred in the ordinary course of business or consistent with industry practice; and
(xxvii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxvi) above.
For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xxvii) above or is
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entitled to be incurred pursuant to Section 4.03(a), then the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under Section 4.03(b)(i). In addition, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to the second paragraph of this covenant (other than clause (xiv) above) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under Section 4.03(a) or clause (xiv) above, then the Fixed Charge Coverage Ratio, or applicable leverage ratio, will be calculated with respect to such incurrence or issuance under Section 4.03(a) or clause (xiv) above without regard to any incurrence or issuance under Section 4.03(b) (other than clause (xiv) above). Unless the Company elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) will be deemed incurred or issued first under Section 4.03(a) or clause (xiv) to the extent permitted, with the balance incurred or issued under Section 4.03(b) (other than clause (xiv)).
Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to clauses (i), (ii), (iii), (iv), (xii), (xiii), (xiv) and (xviii), of Section 4.03(b) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under the Initial ABL Facility, will be permitted to include an amount equal to any unutilized Initial ABL Facility being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (plus premium (including tender premiums), fees, defeasance costs, accrued interest and expenses including original issue discount, upfront fees or similar fees) does not exceed the principal amount of such Indebtedness being refinanced.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The principal amount of Indebtedness outstanding under any clause of this Section 4.03 shall be determined after giving effect to the appreciation of proceeds of any such Indebtedness to refinance any other such Indebtedness.
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The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantors Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.
For purposes of this Indenture (1) unsecured Indebtedness shall not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be deemed to be subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.
Section 4.04 Limitation on Restricted Payments .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:
(i) declare or pay any dividend or make any other payment or any distribution on account of the Companys, or any of its Restricted Subsidiaries Equity Interests (in each case, solely in such Persons capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation other than (A) dividends or distributions by the Company payable solely in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;
(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation, in each case held by Persons other than the Company or a Restricted Subsidiary;
(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Company or a Guarantor, other than (A) Indebtedness permitted under clauses (vii) and (viii) of Section 4.03(b); or (B) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or
(iv) make any Restricted Investment;
(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as Restricted Payments ), unless, at the time of such Restricted Payment:
(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;
(2) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 4.03(a); and
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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (vii)(c) and (ix) of Section 4.04(b) but excluding all other Restricted Payments permitted by Section 4.04(b) hereof), is less than the sum of (without duplication):
(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning on January 1, 2017 to the end of the Companys most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus
(B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by the Company since January 1, 2017 from the issue or sale of: (i) (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of Equity Interests to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any direct or indirect Parent Company since January 1, 2017 to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of Section 4.04(b) hereof; and (B) to the extent such net cash proceeds or other property are actually contributed to the Company, Equity Interests of the Companys direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of Section 4.04(b) hereof); or (ii) debt of the Company or any Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the Company or its direct or indirect parent companies; provided, however, that this clause (B) shall not include the proceeds from (V) Designated Preferred Stock, (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (Z) Excluded Contributions; plus
(C) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) contributed to the capital of the Company following the Issue Date (other than (i) by a Restricted Subsidiary, (ii) Designated Preferred Stock, (iii) Refunding Capital Stock, (iv) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (v) from any Excluded Contributions); plus
(D) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by means of:
(I) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries, repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances, releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, return of capital, income, profits and other amounts realized as a return or Investment from any Restricted Investment by the Company or its Restricted Subsidiaries, in each case since January 1, 2017 (other than in each case to the extent the Restricted Investment was made in an Unrestricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b)); or
(II) the sale or other distribution (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the
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extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary in an Unrestricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary since January 1, 2017; plus
(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment of the Company or the Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation or at the time of such merger, amalgamation, consolidation or transfer of assets (or the assets transferred or conveyed, as applicable), as determined by the Company in good faith or, if such fair market value may exceed $50.0 million, by the board of directors of the Company, a copy of the resolution of which with respect thereto will be delivered to the Trustee at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b)) or to the extent such Investment constituted a Permitted Investment; plus
(F) $200.0 million.
(b) Section 4.04(a) shall not prohibit:
(i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or distribution such dividend, distribution or redemption payment would have complied with the provisions of this Indenture (assuming, in the case of a redemption payment, the giving of the notice would have been deemed a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time);
(ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests ( Treasury Capital Stock ) or Subordinated Indebtedness of the Company, any direct or indirect Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of, Equity Interests of the Company or any direct or indirect Parent Company to the extent any such proceeds are contributed to the Company (in each case, other than any Disqualified Stock) ( Refunding Capital Stock );
(B) the declaration and payment of accrued dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of any Refunding Capital Stock; and
(C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (vi) of this Section 4.04(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect Parent Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
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(iii) the principal payment on, redemption, repurchase, defeasance, exchange or other acquisition or retirement of (x) Subordinated Indebtedness of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, new Indebtedness of the Company or a Guarantor, as the case may be, or (y) Disqualified Stock of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, Disqualified Stock of the Company or a Guarantor, that, in each case, is made within 120 days of such sale and is incurred in compliance with Section 4.03 so long as:
(A) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired, any tender premiums, plus any defeasance costs, accrued interest and any fees and expenses (including original issue discount, upfront or similar fees) incurred in connection therewith;
(B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value;
(C) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired; and
(D) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity at the time incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired;
(iv) the making of cash distributions by the Company to its equity holders, members or partners in an amount not to exceed the Tax Amount;
(v) a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement (and including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect Parent Company in connection with any such repurchase, retirement or other acquisition and any tax related thereto); provided , however , that the aggregate amounts made under this clause (iv) do not exceed $50.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:
(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Companys direct or indirect parent companies, in each case to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of
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Section 4.04(a) hereof; plus, in respect of any sale of Equity Interests in connection with an exercise of stock options, an amount equal to the amount required to be withheld by the Company or any of its direct or indirect parent companies in connection with such exercise under applicable law to the extent such amount is repaid to the Company or its direct or indirect Parent Company, as applicable, constituted a Restricted Payment and has not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.04(a) hereof; plus
(B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries or any of its direct or indirect parent companies after the Issue Date; plus
(C) the amount of any cash bonuses otherwise payable to employees, officers, directors, members of management, consultants of the Company, any of its Subsidiaries or any of its direct or indirect companies that are foregone in return for receipt of Equity Interests; less
(D) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause (v);
and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of the Companys direct or indirect parent companies or any of the Companys Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture;
(vi) the declaration and payment of dividends or distributions to Holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued or incurred in accordance with Section 4.03 hereof to the extent such dividends are included in the definition of Fixed Charges ;
(vii) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company or any of its Restricted Subsidiaries after the Issue Date; (b) the declaration and payment of dividends or distributions to a direct or indirect Parent Company, the proceeds of which will be used to fund the payment of dividends to Holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such Parent Company issued after the Issue Date; or (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.04(b); provided , however , in the case of each of (a), (b) and (c) of this clause (vi), that (i) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (ii) the aggregate amount of dividends paid pursuant to subclauses (a) and (b) of this clause (vi) will not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;
(viii) redemptions, repurchases, retirements or other acquisitions of Equity Interests deemed to occur (a) upon exercise of stock options or warrants or other securities convertible into or exchangeable for Equity Interests if such Equity Interests represent all or a portion of the exercise price of such options or warrants or other securities convertible into or exchangeable for Equity Interests and (b) in connection with the withholding portion of the Equity Interests granted or awarded to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company or any of its Subsidiaries to pay for the taxes payable by such Persons upon such grant or award;
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(ix) declaration and payment of dividends on the Companys common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entitys common stock), following any public offering of the Companys common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any public offering, other than public offerings with respect to the Companys common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;
(x) Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Issue Date;
(xi) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (xi) that are at the time outstanding not to exceed the greater of (x) $200.0 million and (y) 3.0% of Consolidated Total Assets;
(xii) any Restricted Payments if immediately after giving pro forma effect thereto and the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not have exceeded 3.00 to 1.00;
(xiii) distributions or payments of Receivables Fees;
(xiv) any Restricted Payment used to fund the Refinancing;
(xv) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.06 and 4.08; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;
(xvi) the declaration and payment of dividends or distributions by the Company or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parent companies in amounts required for any direct or indirect parent companies to pay, in each case without duplication,
(A) franchise and similar taxes and other fees and expenses required to maintain their corporate existence of or the qualification to do business;
(B) customary wages, salary, bonus, severance and other benefits payable to, and indemnitees provided on behalf of current or former officers, directors, employees, members of management, consultants and/or independent contractors of any direct or indirect Parent Company and any payroll, social security or similar taxes thereof to the extent such wages, salaries, bonuses, severance, indemnification, obligations and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;
(C) interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any Restricted Subsidiary and that has been guaranteed by, or is otherwise, considered Indebtedness of, the Company incurred in accordance with Section 4.03;
(D) general corporate operating, legal and overhead costs and expenses of any direct or indirect Parent Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;
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(E) audit and other accounting and reporting expenses at such direct or indirect Parent Company to the extent relating to the ownership or operations of the Company and/or its Restricted Subsidiaries;
(F) (i) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent and (ii) consisting of payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Company, any Restricted Subsidiary or any direct or indirect Parent Company or any of their respective immediate family members;
(G) payments permitted under clause (iii) or (vii) of Section 4.07(b); and
(H) payments to finance any Investment permitted to be made pursuant to this Section 4.04; provided that (i) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (ii) such parent shall, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the Company or a Restricted Subsidiary or (B) the merger, consolidation or amalgamation (to the extent permitted pursuant to Section 5.01) of the Person formed or acquired into the Company or a Restricted Subsidiary in order to consummate such acquisition or Investment in a manner that causes such Investment to be a Permitted Investment, (iii) such direct or indirect Parent Company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (iv) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of Section 4.04(a) hereof and (v) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this Section 4.04 (other than pursuant to clause (ix) of this Section 4.04(b)) or pursuant to the definition of Permitted Investments;
(xvii) the distribution, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents) or the proceeds thereof;
(xviii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company, any of its Restricted Subsidiaries or any direct or indirect Parent Company;
(xix) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01;
(xx) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (xx) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed the sum of (a) the greater of (x) $100.0 million and (y) 1.5% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (b) any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, however, that if any Investment pursuant to this clause (xx) is made in any Person that is not the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (xx) for so long as such Person continues to be the Company or a Restricted Subsidiary;
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provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clause (xii) of Section 4.04(b) hereof, no Default shall have occurred and be continuing or would occur as a consequence thereof.
In determining whether any Restricted Payment is permitted by this Section 4.04, the Company and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses (i) through (xx) of Section 4.04(b) or among such categories and the types of Restricted Payments described in Section 4.04(a) (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of this Section 4.04 and provided , further that the Company and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with this Section 4.04 (based on circumstances existing at the time of such reclassification), and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this Section 4.04 to which such Restricted Payment or Permitted Investment has been reclassified. As of the Issue Date, all of the Companys Subsidiaries will be Restricted Subsidiaries. The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of Investments. Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, whether pursuant to Section 4.04(a) or clauses (x), (xi) or (xii) of Section 4.04(b) or pursuant to the definition of Permitted Investment and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture.
Section 4.05 Dividend and Other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries . The Company shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(a) (i) pay dividends or make any other distributions to the Company or any of the Guarantors on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Guarantors;
(b) make loans or advances to the Company or any Guarantor; or
(c) sell, lease or transfer any of its properties or assets to the Company or any Guarantor, except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;
(ii) this Indenture, the Notes and the related Guarantees;
(iii) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property or assets so acquired;
(iv) applicable law or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority;
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(v) any agreement or other instrument of a Person acquired (or assumed in connection with the acquisition of property) by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;
(vi) contracts or agreements for the sale of assets, including any restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(vii) Indebtedness otherwise permitted to be incurred pursuant to Section 4.03 and that apply solely to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;
(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(ix) other Indebtedness, Disqualified Stock or Preferred Stock of such non-Guarantor Subsidiaries of the Company permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.03;
(x) customary provisions in any partnership agreement, limited liability company organizational governance document, joint venture agreement and other similar agreement entered into in the ordinary course of business;
(xi) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale agreements and other similar agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(xii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(xiii) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is incurred subsequent to the Issue Date, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Issue Date under Section 4.03 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company in any material respect, taken as a whole, as determined by the Company in good faith, than the provisions contained in this Indenture or the Senior Credit Facilities as in effect on the Issue Date, (ii) are not more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (iii) will not materially impair the Issuers ability to make payments on the Notes when due, in each case in the good faith judgment of the Company;
(xiv) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition;
(xv) customary restrictions and conditions contained in the document relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (15);
(xvi) restrictions created in connection with any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;
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(xvii) customary net worth or similar provisions contained in real property leases entered into by the Company or any Subsidiary in the ordinary course of business so long as the Company or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Company or such Subsidiary to meet its ongoing obligations;
(xviii) any encumbrances or restrictions of the type referred to in Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(xix) agreements entered into in connection with a Sale and Lease-Back Transaction entered into in the ordinary course of business or consistent with industry practice.
For purposes of determining compliance with this Section 4.05, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Section 4.06 Asset Sales .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:
(i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value as determined in good faith by the Company (such fair market value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and
(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:
(a) any liabilities (as shown on the Companys or such Restricted Subsidiarys most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Companys or such Restricted Subsidiarys balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
(b) any securities, notes or other obligations or assets received by the Company or any Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received) within 365 days following the closing of such Asset Sale, and
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(c) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be Cash Equivalents for purposes of this Section 4.06(a) and for no other purpose.
(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at the Companys option, may apply the Net Proceeds from such Asset Sale,
(i) to the extent such Net Proceeds represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase or otherwise retire PP&E First Lien Obligations (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto) or (b) make an investment in (i) any one or more businesses primarily engaged in a Similar Business; provided that such investment in any business is in the form of (x) a merger with the Company or any Restricted Subsidiary, (y) the acquisition of Capital Stock that results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary or (z) the acquisition of Capital Stock or other assets of such business, (ii) properties, (iii) capital expenditures and (iv) the acquisition of Capital Stock or other assets, that in each of (i), (ii), (iii) or (iv), are used or useful in a Similar Business or replace the businesses, properties and assets that are subject of such Asset Sale; or
(ii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase otherwise retire Borrowing Base Priority Obligations or the Indebtedness of a Restricted Subsidiary that is not a Guarantor or (b) repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness of the Company or any Guarantor that is not subordinated in right of payment to the Notes or the Guarantees, in each case owing to a person other than the Company or any Affiliate of the Company; provided that, with respect to this clause (b), the Company shall equally and ratably prepay, repay, redeem, reduce or purchase (or offer to prepay, repay, redeem, reduce or purchase, as applicable) Obligations under the Notes (and may elect to reduce other PP&E First Lien Obligations or Borrowing Base Priority Obligations) on a pro rata basis; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.01 through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts to, but not including, the date of redemption) or by an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Amounts, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid; or
(iii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or other assets that are the subject of such Asset Sale; or
(iv) any combination of the foregoing;
provided that, in the case of clauses (i)(b) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an Acceptable Commitment ) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds (as defined below).
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Notwithstanding the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a Foreign Disposition ) are prohibited or delayed by applicable local law from being repatriated to the United States, the amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be repatriated will be applied (whether or not repatriation actually occurs) in compliance with this covenant (net of any additional taxes that are or would be payable or reserved against as a result thereof) and (ii) to the extent that the Company has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition could have a material adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to, any purchase whereby doing so the Issuer, any Restricted Subsidiary or any of their Affiliates and/or equity partners would incur a material tax liability, including a material tax dividend, material deemed dividend pursuant to Code Section 956 or material withholding tax), the amount equal to the Net Proceeds so affected will not be required to be applied in compliance with this covenant. For the avoidance of doubt, to the extent this covenant relates to Net Proceeds realized by any Excluded Subsidiary, this covenant shall be an obligation of the Company (and not such Excluded Subsidiary) to make a payment or an offer to purchase, in each case, measured by the amount of such Net Proceeds and nothing in Section 4.06 shall be construed as an obligation of any Excluded Subsidiary to make a payment or repatriate any Net Proceeds (or to effect an offer to purchase) or an obligation of the Company or any Guarantor to cause an Excluded Subsidiary to make a payment or repatriate Net Proceeds (or effect an offer to purchase).
Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuers shall make an offer to all Holders of Notes (an Asset Sale Offer ), to purchase the maximum aggregate principal amount of the Notes that is at least 100,000 and an integral multiple of 1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $60.0 million by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent, or otherwise in accordance with the procedures of Euroclear and Clearstream or the relevant clearing system.
To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuers or the Registrar shall select the Notes to be purchased in the manner described in Section 3.04. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).
Pending the final application of any Net Proceeds pursuant to this Section 4.06, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.
The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
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Section 4.07 Transactions with Affiliates .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an Affiliate Transaction ) involving aggregate payments or consideration in excess of $30.0 million, unless:
(i) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arms-length basis or, if in the good faith judgment of the board of directors of the Company no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; and
(ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $60.0 million, a resolution adopted in good faith by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officers Certificate certifying that such Affiliate Transaction complies with clause (i) above.
(b) Section 4.07(a) shall not apply to the following:
(i) transactions between or among the Company or any of its Restricted Subsidiaries, or an entity that becomes a Restricted Subsidiary as a result of such transaction, and any merger, consolidation or amalgamation of the Company and any direct or indirect parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and Capital Stock of the Company (or a Parent Company thereof) and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;
(ii) Restricted Payments permitted by Section 4.04 and Investments constituting Permitted Investments;
(iii) the payment of customary fees, reasonable out-of-pocket costs to and reimbursement of expenses and compensation paid to, and indemnities provided on behalf of or for the benefit of, future, present or former employees, officers, members of the board of directors (or similar governing body), members of management, managers, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its direct or indirect parent companies or any of its subsidiaries, in each case, in the ordinary course of business;
(iv) any agreement as in effect as of the Issue Date, or any amendment, modification or extension thereof (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date as determined in good faith by the Company) or any transaction contemplated thereby;
(v) (A) transactions with customers, clients, suppliers, joint ventures, contractors, or purchasers or sellers of goods or services or providers of employees or other labor, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the good faith determination of the board of directors (or similar governing body) of the Company or the senior management thereof, or are on terms at least as favorable as would
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reasonably have been obtained at such time from an unaffiliated party on an arms-length basis or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or the terms of any such transactions are no less favorable to the Company or Restricted Subsidiary participating in such joint ventures than they are to other joint venture partners;
(vi) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Company or a Restricted Subsidiary to any person and the granting and performance of customary registration rights;
(vii) payments by the Company or any of its Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith or are otherwise permitted by this Indenture;
(viii) (A) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and collective bargaining agreements, employment agreements, severance arrangements, compensatory (including profit sharing) arrangements, stock option plans, benefit plan, health, disability or similar insurance plan and other similar arrangements with such employees, officers, directors, managers, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) in each case, for bona fide business purposes and (B) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with future, present or former employees, officers, directors, members of management, consultants or independent contractors approved by the board of directors (or equivalent governing body) of any direct or indirect Parent Company or of the Company or any Restricted Subsidiary in good faith;
(ix) the payment of all Refinancing Expenses incurred or owed after the Issue Date;
(x) any transaction effected as part of a Receivables Facility;
(xi) any contribution to the capital of the Company or any Restricted Subsidiary;
(xii) between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent of the Company; provided , however , that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company or of a Restricted Subsidiary of the Company, as the case may be, on any matter involving such other Person;
(xiii) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the board of directors (or equivalent governing body) of the Company or any direct or indirect Parent Company, as appropriate, in good faith;
(xiv) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officers Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;
(xv) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person entered into in the ordinary course of business;
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(xvi) pledges of Equity Interests of Unrestricted Subsidiaries;
(xvii) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;
(xviii) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement;
(xix) licenses of, or other grants of rights to use, intellectual property granted by the Company or any Restricted Subsidiary in the ordinary course of business or consistent with industry practice;
(xx) contemporaneous purchases and/or sales by (a) the Company or any of its Restricted Subsidiaries and (b) an Affiliate, of assets, Capital Stock, bonds, notes, debentures or other debt securities, and bank loans, participations or similar obligations at substantially the same price;
(xxi) investments by any Permitted Holder, Parent Company or Affiliate in securities or Indebtedness of the Company or any Guarantor; and
(xxii) without duplication of amounts permitted to be distributed under paragraph (2) above, entering into any tax allocation agreement pursuant to which the amount payable by the Company does not exceed the Tax Amount.
Section 4.08 Change of Control .
(a) Upon the occurrence of a Change of Control after the Issue Date, unless the Issuers have previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Section 3.01, the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the Change of Control Offer ) at a price in cash (the Change of Control Payment ) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date.
(b) Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and Paying Agent, to each Holder of Notes to the registered address of such Holder or otherwise electronically in accordance with the procedures of Euroclear and Clearstream, with the following information:
(i) that a Change of Control Offer is being made pursuant to this Section 4.08 and that such Holder has the right to require the Issuers to purchase all or a portion of such Holders Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date;
(ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the Change of Control Payment Date );
(iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
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(v) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of such Notes completed, to the applicable paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the applicable paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(viii) the instructions, as determined by the Issuers, consistent with this Section 4.08, that a Holder must follow.
Notes purchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(c) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the applicable paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Paying Agent for cancellation the Notes so accepted together with an Officers Certificate to the Trustee and Paying Agent stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(d) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.08(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following such purchase pursuant to the Change
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of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date.
(f) Other than as specifically provided in this Section 4.08, any purchase pursuant to this Section 4.08 shall be made pursuant to the provisions of Sections 3.04, 3.07 and 3.08 hereof.
Section 4.09 Compliance Certificate . The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017, a certificate (the signer of which shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Company) stating that in the course of the performance by the signer of the signers duties as an Officer of the Company the signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer knows of any such Default, the certificate shall describe such Default. The Company is also required, within ten (10) Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and the action the Issuers are taking or propose to take with respect thereto.
Section 4.10 Further Instruments and Acts . The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Section 4.11 Future Guarantors . The Company shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Company or FinCo or any Guarantor), other than a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the Company or any Guarantor under the Credit Facilities incurred under clause (i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Company or FinCo or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless:
(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except with respect to a Guarantee of Indebtedness of the Company or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantors Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extend as such Indebtedness is subordinated to the Notes; and
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Company or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;
provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) above and such Guarantee may be released at any time in the Companys sole discretion.
Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.
Each Guarantee shall be released in accordance with Section 10.03.
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Section 4.12 Liens . The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Company or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom.
The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness will not be deemed to be an incurrence of Liens for purposes of this Section 4.12.
Section 4.13 Maintenance of Office or Agency .
(a) The Issuers shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee, the Paying Agent and the Registrar of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the Registrar; provided that no service of legal process may be made against the Issuers at any office of the Registrar.
(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
(c) The Issuers hereby designate the office of the Registrar or its agent as such office or agency of the Issuers in accordance with Section 2.04.
Section 4.14 Suspension of Certain Covenants .
(a) If, on any date following the Issue Date, (i) the Notes of any Series have an Investment Grade Rating from at least two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below) (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a Covenant Suspension Event ), the covenants specifically listed in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and clause (iv) of Section 5.01(a) of this Indenture (collectively, the Suspended Covenants and each individually, a Suspended Covenant ) will not be applicable to the Notes. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the Reversion Date ) that the Notes no longer have an Investment Grade Rating from at least two of the Rating Agencies, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called the Suspension Period.
On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect prior to, but not during, the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Company or its Restricted Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period (and not in contemplation of the Reversion Date) so long as such contract and such consummation would have been permitted during such Suspension Period.
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(b) For purposes of Section 4.05, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (a), (b) or (c) of Section 4.05 entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1) of Section 4.05.
(c) For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.
(d) For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(b)(vi). Within 10 days following the Reversion Date, any Guarantees released solely upon the related Covenant Suspension Event shall be reinstated and the Company must comply with the terms of Section 4.11.
(e) During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of Unrestricted Subsidiaries.
(f) The Issuers shall deliver promptly to the Trustee an Officers Certificate notifying it of the commencement or termination of any Suspension Period. The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.
Section 4.15 Limitations on FinCo . FinCo (and any successor to FinCo) shall not hold any material assets, become liable for any material obligations or engage in any trade or business activity, other than (1) the ownership of Equity Interests of the Company, (2) the incurrence of Indebtedness as a co-obligor or guarantor with respect to any Indebtedness that is permitted to be incurred by the Company or any of its Restricted Subsidiaries pursuant to Section 4.03 and (3) activities incidental to any of the foregoing.
Section 4.16 Additional Amounts . All payments of principal and interest on the Notes by the Issuers or any Guarantor (including, in each case, any successor entity) (each, a Payor ) will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge imposed by the United States, any other jurisdiction from or through which payment on any Note or Guarantee thereof is made, or any other jurisdiction in which a Payor is organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (or, in each case, any political subdivision or taxing authority thereof or therein having power to tax) (each, a Relevant Taxing Jurisdiction ), unless the withholding or deduction of such taxes, assessment or other government charge is required by law or the official interpretation or administration thereof. The Payor will, subject to the exceptions and limitations set forth below, pay such additional amounts ( Additional Amounts ) as are necessary in order that the net payment received by the beneficial holder, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by a Relevant Taxing Jurisdiction, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(1) to the extent any tax, assessment or other governmental charge is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as:
(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States or having been present in the United States;
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(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
(d) being or having been a 10-percent shareholder of an Issuer as defined in section 871(h)(3) of the Code or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person (A) to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to a partial or complete exemption from such tax, assessment or other governmental charge or (B) to comply with any information gathering or reporting requirements or take any similar actions (including entering into any agreement with the U.S. Internal Revenue Service), in each case, that are required to obtain the maximum exemption from withholding that is available to payments received by or on behalf of the Holder;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Payor or a paying agent from the payment;
(5) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes;
(6) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note as a result of the presentation of any Note for payment (where presentation is required) by or on behalf of a Holder of Notes, if such payment could have been made without such withholding by presenting the relevant Note to at least one other paying agent in a member state of the European Union;
(7) to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(8) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
(9) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and (8).
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As used under this Section 4.16, the term United States means the United States of America, the states of the United States, and the District of Columbia.
Wherever in this Indenture or the Notes there is mentioned, in any context:
(1) the payment of principal;
(2) purchase prices in connection with a purchase of Notes;
(3) interest; or
(4) any other amount payable on or with respect to any Guarantee of a Note,
such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The Payor will pay and indemnify the Holders and beneficial owners of the Notes, the Trustee and Paying Agent for any present or future stamp, transfer, issue, registration, court or documentary taxes, or any other excise, property or similar taxes or similar charges or levies (including any related interest or penalties with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of, or receipt of payments with respect to, any Note, any Guarantee of a Note, the Indenture, or any other document or instrument in relation thereto (limited, solely to the extent of such taxes or similar charges or levies that arise from the receipt of any payments of principal or interest on the Notes, to any such taxes or similar charges or levies that are not excluded under clauses (1) through (3) and (5) through (8) or any combination thereof).
The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to the Notes or Guarantees thereof is made by or on behalf of such Payor, or any political subdivision or taxing authority or agency thereof or therein.
Except as specifically provided under this Section 4.16, the Issuers will not be required to make any payments for any taxes, assessments or other governmental charges imposed by any government or political subdivision or any taxing authority of any government or political subdivision.
ARTICLE 5
SUCCESSOR COMPANY
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets .
(a) The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia (the Company or such Person, as the case may be, being herein called the Successor Company );
(ii) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture or other document or instrument;
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(iii) immediately after such transaction, no Default shall have occurred and be continuing;
(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either:
(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
(B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;
(v) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(b)(i)(B) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Persons obligations under this Indenture and the Notes; and
(vi) the Successor Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.
The Successor Company (if other than the Company) shall succeed to, and be substituted for the Company, as the case may be, under this Indenture and the Notes, and in such event the Company will automatically be released and discharged from its obligation under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) any Restricted Subsidiary may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company; (B) the Company may consolidate with or merge with or into or wind up into an Affiliate of the Company solely for the purpose of redomiciling the Company in a state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; (C) the Company or any of its Subsidiaries may be converted into, or reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the United States, the District of Columbia or any territory thereof; and (D) the Company may change its name.
(b) Subject to Section 10.03, no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or a Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:
(i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the Successor Person ), (B) the Successor Person (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture, such Guarantors related Guarantee and the Security Documents pursuant to supplemental indentures or other documents or instruments, (C) immediately after such transaction, no Default exists, and (D) the Successor Person shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or
(ii) the transaction is made in compliance with clauses (i) and (ii) of Section 4.06(a) hereof.
Except as otherwise provided in this Indenture, the Successor Person (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantors Guarantee, and such
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Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantors Guarantee. Notwithstanding the foregoing, (1) any Guarantor may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Guarantor or to the Company, (2) a Guarantor may consolidate or merge with or into or wind up or convert into an Affiliate for the purpose of reincorporating such Guarantor in another state of the United States or the District of Columbia, (3) a Guarantor may convert into a Person organized or existing under the laws of a jurisdiction in the United States, (4) a Guarantor may liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company and is not materially disadvantageous to the Holders of the Notes or (5) a Guarantor may change its name.
(c) FinCo may not consolidate or merge with or into or wind up into (whether or not FinCo is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) FinCo is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than FinCo) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia (FinCo or such Person, as the case may be, being herein called the Successor FinCo);
(2) the Successor FinCo, if other than FinCo, expressly assumes all the obligations of FinCo under the Notes pursuant to a supplemental indenture or other document or instrument;
(3) immediately after such transaction, no Default shall have occurred and be continuing;
(4) the Successor FinCo shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.
Clauses (iii) and (iv) of Section 5.01(a) shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries.
Section 5.02 Successor Corporation Substituted . Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company, FinCo or any Guarantor in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company, FinCo or any Guarantor, as the case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company, FinCo or such Guarantor shall refer instead to the successor corporation and not to the Company, FinCo or such Guarantor, respectively), and may exercise every right and power of the Company, FinCo or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Company, FinCo or such Guarantor, respectively, herein; provided that the predecessor Company or FinCo shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all of the assets of the Company or FinCo, respectively, that meets the requirements of Section 5.01 hereof.
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ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default . An Event of Default with respect to any series of Notes occurs if:
(a) there is a default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on any Note of that series;
(b) there is a default for 30 days or more in the payment when due of interest on or with respect to any Note of that series;
(c) failure by the Company for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes of that series to comply with any of its obligations, covenants or agreements described in Section 4.02;
(d) failure by the Company or any Guarantor for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes of that series to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (a), (b) and (c) above) contained in this Indenture or the Notes of that series;
(e) there is a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of any Note of that series, if both:
(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and
(ii) the principal amount of such Indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay any principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $150.0 million or more at any one time outstanding;
(f) failure by the Company or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $150.0 million, which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
(g) the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case;
(iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or
(iv) makes a general assignment for the benefit of its creditors;
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(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is for relief against the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in a proceeding in which the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary; or
(iii) orders the liquidation of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary;
and, in each case, the order or decree remains unstayed an in effect for 60 consecutive days;
(i) the Guarantee of that series of Notes of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect or any responsible officer of any Guarantor that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or
(j) so long as the Security Documents have not otherwise been terminated in accordance with their terms or the Collateral as a whole of the Company or any Guarantor has not otherwise been released from the Lien of the Security Documents in accordance with the terms thereof, (a) default by the Company or any such Guarantor for 60 days after written notice given by the Trustee or Holders of at least 30% in aggregate principal amount of the then outstanding Notes of that series in the performance of any covenant under the Security Documents which adversely effects, in any material respect, the enforceability, validity, perfection or priority of the Lien on the Collateral securing the Obligations under this Indenture and the Notes of that series or which adversely affects the condition or value of the Collateral, in each case, taken as a whole, in any material respect, (b) repudiation or disaffirmation by the Company or any Guarantor, or any Person acting on behalf of the Company, of any of its material obligations under the Security Documents or (c) the determination in a judicial proceeding that all or any material portion of the Security Documents, taken as a whole, are unenforceable or invalid, for any reason, against the Company or any Guarantor with respect to any material portion of the Collateral.
(k) In the event of any Event of Default specified in clause (e) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the applicable series of Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:
(i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or
(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
(iii) the default that is the basis for such Event of Default has been cured.
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Section 6.02 Acceleration . If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes of the applicable series by notice to the Company and the Paying Agent (and if given by the Holders, with a copy to the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes of the applicable series to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest shall be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising under clause (g) or (h) of Section 6.01 hereof with respect to the Company, all outstanding Notes of the applicable series shall be due and payable without further action or notice.
The Holders of a majority in aggregate principal amount of the then outstanding applicable series of Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences:
(1) if the rescission would not conflict with any judgment or decree;
(2) if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal or interest that has become due solely because of the acceleration;
(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and
(4) if the Company has paid the Trustee and the Paying Agent hereunder its reasonable compensation and reimbursed the Trustee and the Paying Agent for its expenses, disbursements and advances.
Section 6.03 Other Remedies . If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent permitted by law, all available remedies are cumulative.
Section 6.04 Waiver of Past Defaults . Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Holders of not less than a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on the behalf of all Holders waive an existing Default or Event of Default and its consequences except (a) a continuing Default or Event of Default in the payment of the principal of or interest on a Note, (b) a continuing Default or Event of Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Company, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.
Section 6.05 Control by Majority . The Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
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Section 6.06 Limitation on Suits .
(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:
(i) such Holder has previously given the Trustee written notice that an Event of Default is continuing;
(ii) the Holders of at least 30% in principal amount of the total outstanding Notes of the applicable series have requested the Trustee, in writing, to pursue the remedy;
(iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;
(iv) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
(v) Holders of a majority in principal amount of the total outstanding Notes of the applicable series have not given the Trustee a written direction inconsistent with such request within such 60-day period.
(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).
Section 6.07 Rights of the Holders to Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 Collection Suit by Trustee . If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing with respect to Notes, the Trustee may recover judgment in its own name and as trustee of an express trust against any of the Issuers or the Guarantors on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in such Notes) and the amounts provided for in Section 7.06.
Section 6.09 Trustee May File Proofs of Claim . The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)), the agents hereunder and the Holders of Notes then outstanding allowed in any judicial proceedings relative to any of the Issuers or the Guarantors, its creditors or its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian of the Notes in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06.
Section 6.10 Priorities . Subject to the Security Documents, including the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article 6 or, after an Event of Default, any money or other property distributable in
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respect of the Issuers obligations under this Indenture, it shall pay out the money or property shall be paid out in the following order:
FIRST : to the Trustee (including any predecessor trustee), the Paying Agent and the Registrar for amounts due under Section 7.06;
SECOND : to the Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and
THIRD : to the Issuers.
The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall send to each Holder and the Issuers a notice that states the record date, the payment date and amount to be paid.
Section 6.11 Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes.
Section 6.12 Waiver of Stay or Extension Laws . None of the Issuers or any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuers and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee .
(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such persons own affairs.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the
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Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this Section 7.01(c) does not limit the effect of Sections 7.01(b) and 7.01(i);
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b), (c) and (i).
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers.
(i) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Section 7.02 Rights of Trustee .
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers Certificate and/or Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers conferred upon it by this Indenture; provided , however , that the Trustees conduct does not constitute negligence, willful misconduct or bad faith.
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(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney, at the expense of the Issuers and shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the outstanding Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture.
(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.
(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Section 7.03 Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights.
Section 7.04 Trustee s Disclaimer . The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee, the Notes or any Security Document, it shall not be accountable for the Issuers use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuers or any Guarantor in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustees certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice thereof in accordance with Section 13.01 hereof from the Issuers, any Guarantor, the Paying Agent or any Holder at the Corporate Trust Office of the Trustee. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its
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individual capacity and all persons, including without limitation the Holders of Notes and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Issuers compliance with or the breach of, or cause to be performed or observed, any representation, warranty, covenant or agreement of any Person, other than the Trustee, made in this Indenture.
Section 7.05 Notice of Defaults . If a Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall send to each Holder notice of the Default within the later of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee, or promptly after discovery or obtaining notice if such discovery is made or notice is received 90 days after the Default occurs. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.
Section 7.06 Compensation and Indemnity . The Issuers shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Issuers and the Trustee. The Trustees compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, except any such disbursements, advances or expenses as may be attributable to its negligence, willful misconduct or bad faith as determined by a court of competent jurisdiction. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustees agents, counsel, accountants and experts. The Issuers and each Guarantor, jointly and severally, shall indemnify the Trustee and its officers, directors, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture and the Security Documents, including the costs and expenses of enforcing this Indenture, any Guarantee or any Security Document against the Issuers or a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided , however , that any failure so to notify the Issuers shall not relieve the Issuers or any Guarantor of their indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers expense in the defense. Such indemnified parties may have separate counsel and the Issuers and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided , however , that the Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties defense and, in such indemnified parties reasonable judgment, there is no conflict of interest between the Issuers and the Guarantors, as applicable, and such parties in connection with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such partys own willful misconduct, gross negligence or bad faith as determined by a court of competent jurisdiction.
To secure the Issuers and the Guarantors payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes pursuant to Article 8 hereof or otherwise.
The Issuers and the Guarantors payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g) or (h) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity against such risk or liability is not assured to its satisfaction.
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Trustee for purposes of this Section shall include any predecessor Trustee; provided , however , that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.
Section 7.07 Replacement of Trustee .
(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustees acceptance of appointment as provided in this Section 7.07.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing, and may appoint a successor Trustee. The Issuers shall remove the Trustee if:
(i) the Trustee is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(ii) a receiver or other public officer takes charge of the Trustee or its property; or
(iii) the Trustee otherwise becomes incapable of acting.
(c) If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
(e) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuers obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.
Section 7.08 Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.
Section 7.09 Tax Payment and Tax Withholding Obligations . In order to comply with applicable tax laws, rules and regulations if a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to Applicable Law related to this Indenture, the Issuers agree, upon written request by the
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Trustee or the Paying Agent, to provide to the Trustee and the Paying Agent such requested information that the Issuers have in their possession about such parties and/or transactions (including any modification to the terms of such transactions) so they can determine whether they have any tax related obligations under Applicable Law.
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
Section 8.01 Discharge of Liability on Notes; Defeasance . This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Notes when either:
(a) (i) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from trust, have been delivered to the Paying Agent for cancellation; or (ii) all Notes not theretofore delivered to the Paying Agent for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Paying Agent in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) for the benefit of the Holders, cash in euros, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Paying Agent for cancellation for principal, premium, if any, and accrued interest to, but not including, the date of maturity or redemption together with irrevocable instructions from the Issuers to the Trustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee, acting for the Trustee for this purpose) and the Paying Agent to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be;
(b) the Issuers and/or the Guarantors have paid or caused to be paid all sums payable by them under this Indenture; and
(c) the Issuers have delivered an Officers Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge have been satisfied.
Subject to Section 8.02, the Issuers may, at their option and at any time, elect to discharge (i) all of their obligations under the Notes and this Indenture ( legal defeasance option ) or (ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11 and 4.12 for the benefit of the Holders and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only) and 6.01(i) ( covenant defeasance option ) for the benefit of the Holders. The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Notes and this Indenture by exercising their legal defeasance option or their covenant defeasance option, the obligations of each Guarantor under its Guarantee of the Notes shall be terminated simultaneously with the termination of such obligations so long as no Notes are then outstanding.
If the Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) or because of the failure of the Issuers to comply with subclause (a)(iv) of Section 5.01.
Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee and the Paying Agent shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
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Notwithstanding Section 8.01(a) above, the Issuers obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.06, 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers obligations in Sections 7.06, 8.05 and 8.06 shall survive such satisfaction and discharge.
Section 8.02 Conditions to Defeasance .
(a) The Issuers may exercise their legal defeasance option or their covenant defeasance option, in each case, with respect to the Notes only if:
(i) the Issuers irrevocably deposit with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) for the benefit of the Holders, cash in euros, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes ( provided that if such redemption is made as provided under paragraph 5 of the Note, (x) the amount of cash in euros, Government Securities, or a combination thereof, that the Issuers must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Fixed Rate Premium or Applicable Floating Rate Premium, as applicable, calculated as of the date of such deposit and (y) the Issuers must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Fixed Rate Premium or Applicable Floating Rate Premium, as applicable, as determined on such date) and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;
(ii) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(iii) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(iv) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
(v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;
(vi) the Issuers shall have delivered to the Trustee an Officers Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and
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(vii) the Issuers shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.
Notwithstanding the foregoing, an Opinion of Counsel required by Section 8.02(a)(ii) with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee or the Registrar for cancellation (x) have become due and payable or (y) will become due and payable at their stated maturity within one year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Paying Agent in the name, and at the expense, of the Issuers.
(b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee and the Paying Agent for the redemption of such Notes at a future date in accordance with Article 3.
Section 8.03 Application of Trust Money . The Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) shall hold for the benefit of the Holders money or Government Securities (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from Government Securities through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes so discharged or defeased.
Section 8.04 Repayment to Issuers . Each of the Trustee and each Paying Agent shall promptly turn over to the Issuers upon written request any money or Government Securities held by it as provided in this Article which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if Government Securities have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.
Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.
Section 8.05 Indemnity for Government Securities . The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government Securities.
Section 8.06 Reinstatement . If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers obligations under this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Securities in accordance with this Article 8; provided , however , that, if the Issuers have made any payment of principal of or interest on, any such Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or any Paying Agent.
ARTICLE 9
AMENDMENTS AND WAIVERS
Section 9.01 Without Consent of the Holders . The Issuers, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Notes and the Security Documents without the consent of any Holder:
(i) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuers;
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(ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);
(iii) to comply with the covenant relating to mergers, consolidations and sales of assets;
(iv) to provide for the assumption of the Companys, FinCos or any Guarantors obligations to the Holders in a transaction that complies with this Indenture;
(v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;
(vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;
(vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, Paying Agent, Registrar or Authenticating Agent hereunder pursuant to the requirements hereof;
(viii) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor;
(ix) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the Offering Memorandum under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as certified by the Issuers;
(x) to provide for the issuance of Additional Notes permitted to be incurred under this Indenture;
(xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance of the Notes and administration of this Indenture; provided , however , that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;
(xii) to add additional assets as Collateral; or
(xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents.
Section 9.02 With Consent of the Holders . Notwithstanding Section 9.01 of this Indenture and subject to Section 9.06, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the Guarantees or the Security Documents with the written consent of the Holders of at least a majority in principal amount of the applicable series of Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any series of Notes or the
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Guarantees may be waived with the consent of the Holders of a majority of the then outstanding aggregate principal amount of the applicable series of Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, any applicable series of Notes). Section 2.09 and Section 13.04 shall determine which Notes are considered to be outstanding for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding series of Notes affected, an amendment or waiver may not, with respect to any Notes of that series held by a non-consenting Holder:
(i) reduce the principal amount of such Notes of that series whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes of that series (other than provisions relating to Sections 4.06 and 4.08);
(iii) reduce the rate of or change the time for payment of interest on any Note;
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the Notes of that series, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the applicable series of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v) make any Note of that series payable in money other than that stated in such Note;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(vii) make any change to this Section 9.02;
(viii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holders Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holders Notes;
(ix) make any change to or modify the ranking of the applicable series of Notes that would materially adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in any manner adverse to the Holders.
In addition, without the consent of the Holders of Notes of at least 66 2/3% in principal amount of the applicable series of Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture and the Security Documents. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
Section 9.03 Revocation and Effect of Consents and Waivers .
(a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holders Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holders Note or portion of the Note if the Trustee receives written notice of revocation delivered in accordance with Section 13.01 before the date on which the Trustee receives an Officers Certificate from the Issuers certifying that the requisite principal amount of Notes have consented. After
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an amendment or waiver becomes effective, it shall bind every Holder of Notes of such series. An amendment or waiver becomes effective upon the (i) receipt by the Issuers or the Trustee of consents by the Holders of the requisite principal amount of the applicable series of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee.
(b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
Section 9.04 Notation on or Exchange of Notes . If an amendment, supplement or waiver changes the terms of a Note, the Issuers may require the Holder to deliver it to the Trustee. The Trustee (or the Registrar, at the direction of the Trustee) at the direction of the Issuers may place a notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuers so determine, the Issuers in exchange for the Note shall issue and the Trustee or the Authenticating Agent shall authenticate a new Note that reflects the changed terms. Failure to make a notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.
Section 9.05 Trustee to Sign Amendments . The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment, supplement, or waiver, the Trustee shall receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, an Officers Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a Supplemental Indenture in the form of Exhibit D to this Indenture.
Section 9.06 Additional Voting Terms; Calculation of Principal Amount . Except as otherwise set forth herein, all Notes issued under this Indenture shall vote and consent separately on all matters as to which any of such Notes may vote. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14.
ARTICLE 10
GUARANTEES
Section 10.01 Guarantees .
(a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a secured basis, as a primary obligor and not merely as a surety, to each Holder and the Trustee and their successors and assigns (i) the full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on, if any, the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the Guaranteed Obligations ).
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Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.
(b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.
(c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
(d) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
(e) Subject to Section 10.02 hereof, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.
(f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee (or its designee) an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers to the Trustee.
(g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01.
(h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Section 10.02 Limitation on Liability . Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that, any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be
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hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantors pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
Section 10.03 Releases .
(a) A Guarantee as to any Guarantor shall be automatically and unconditionally released and discharged upon:
(i) (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) and (ii); (b) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under Section 4.11, the release, discharge or termination of the guarantee by such Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee; (c) the release or discharge of the guarantee by, or the direct obligation of, such Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of Unrestricted Subsidiary ; (e) upon the consolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Companys obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (g) the occurrence of a Covenant Suspension Event; and
(ii) the Issuers delivering to the Trustee an Officers Certificate of such Guarantor or the Issuers and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
Section 10.04 Successors and Assigns . This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
Section 10.05 No Waiver . Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.
Section 10.06 Modification . No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
Section 10.07 Execution of Supplemental Indenture for Future Guarantors . Each Restricted Subsidiary which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D pursuant to which such Subsidiary or other Person shall become a
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Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations and execute such supplements or documents to join the Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel and an Officers Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Notwithstanding the foregoing, an Officers Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture in the Form of Exhibit D to this Indenture. For the avoidance of doubt, the execution of any supplemental indenture pursuant to this Section 10.07 is conditional upon the Trustee, the Paying Agent and the Registrar having completed any required KYC procedures in accordance with prevailing regulations.
Section 10.08 Non-Impairment . The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.
Section 10.09 Benefits Acknowledged . Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.
ARTICLE 11
PAYING AGENT AND REGISTRAR
Section 11.01 Payment .
(a) In order to provide for all payments due on the Notes as the same shall become due, the Issuers shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the Business Day prior to the due date (or such other time as the Issuers and the Paying Agent may mutually agree from time to time) for the payment of principal of, premium and Additional Amounts, if any, or interest on any Note, at such bank as the Paying Agent shall previously have notified to the Issuers, immediately available funds sufficient to meet all payment obligations due on such Notes.
(b) The Issuers hereby authorize and direct the Paying Agent, from the amounts paid to it pursuant to Section 11.01(a) above, to make or cause to be made all payments on the Notes in accordance with this Indenture. Such payments shall be made to the Holder or Holders of Notes in accordance with the terms of the Notes, the provisions contained in this Article 11, and the procedures of the Depository. All interest payments in respect of the Notes will be made by the Paying Agent on the relevant Interest Payment Date (as set forth in the Notes) to the Holders in whose names the Notes are registered at the close of business (in London) on the record date specified in the Notes next preceding the Interest Payment Date or such other date as is provided in the Notes. So long as the Notes are represented by one or more global certificates and registered in the name of a nominee of the Common Depository, all interest payments on the Notes shall be made by the Paying Agent by wire transfer of immediately available funds to such Holder.
(c) The Paying Agent, to the extent sufficient funds are available to it, will pay the principal of, premium and Additional Amounts, if any, on the Notes on the stated maturity date or on the redemption date, as the case may be, together with accrued and unpaid interest due at the stated maturity date or on such redemption date, if any, upon presentation and surrender of such Note on or after the stated maturity date or redemption date thereof to the Paying Agent, or as specified in the Notes.
(d) If for any reason the amounts received by the Paying Agent are insufficient to satisfy all claims in respect of all payments then due on the Notes, the Paying Agent shall forthwith notify the Issuers, and the Paying Agent shall not be obliged to pay any such claims until the Paying Agent has received the full amount of the monies then due and payable in respect of such Notes. If, however, the Paying Agent in its sole discretion shall make
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payment on the Notes on the stated maturity date or on the redemption date, as the case may be, or payments of interest or such other payments when otherwise due on the assumption that the corresponding payment by the Issuers has been or shall be made (it being understood that the Paying Agent shall have no obligation whatsoever to make any such payment) and the amount which should have been received by the Paying Agent is not received on such date, then the Issuers agree forthwith on demand to reimburse, or cause the reimbursement of, the Paying Agent for the amount which should have been paid by the Issuers in order for the Paying Agent to make such payment, and pay interest thereon from the day following the date when the amount unpaid should have been received under this Indenture to the date when such amount is actually received (inclusive) at a rate equal to the cost of the Paying Agent of funding such amount, as certified by the Paying Agent and expressed as a rate per annum.
(e) The Paying Agent hereby agrees that:
(i) it will hold all sums held by it as Paying Agent for the payment of principal of, premium and Additional Amounts, if any, or interest on the Notes for the benefit of the Holders of the Notes entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums shall be paid out to such Holders or otherwise as provided in Section 11.02(f) below and in this Indenture;
(ii) it will promptly give the Trustee notice of an Issuer default in the payment of principal of, premium and Additional Amounts, if any, or interest on the Notes; and
(iii) at any time after an Event of Default in respect of the Notes shall have occurred, the Paying Agent shall, if so required by notice in writing given by the Trustee to the Paying Agent: (y) thereafter, until otherwise instructed by the Trustee, act as an agent of the Trustee under the terms of this Indenture; and/or (z) deliver all Notes and all sums, documents and records held by the Paying Agent in respect of the Notes to the Trustee or as the Trustee shall direct in such notice; provided that such notice shall be deemed not to apply to any document or record which the Paying Agent is obliged not to release by any applicable law or regulation.
(f) Notwithstanding the foregoing:
(i) if any Note is presented or surrendered for payment to the Paying Agent and the Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Paying Agent shall as soon as is reasonably practicable notify the Issuers in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuers and has received the amount to be so paid; and
(ii) the Paying Agent shall cancel each Note against surrender of which it has made full payment and shall deliver each Note so cancelled by it to the Trustee.
(g) In no event, shall the Paying Agent be obliged to make any payments hereunder if it has not received the full amount of any payment.
Section 11.02 Indemnity .
(a) The Issuers and the Guarantors, jointly and severally, shall:
(i) reimburse the Paying Agent and the Registrar upon its request for all reasonable expenses, disbursements and advances incurred or made by the Paying Agent and the Registrar in accordance with any provision of this Indenture (including the reasonable compensation, expenses and disbursements of their agents and counsel), except to the extent that any such expense, disbursement or advance may be attributable to the Paying Agents or the Registrars own willful misconduct or gross negligence; and
(ii) indemnify the Paying Agent and the Registrar for, and to hold the Paying Agent and the Registrar harmless against, any and all loss, damage, claims, liability or expense, including fees of counsel
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and including taxes (other than taxes based upon, measured by or determined by the income of the Paying Agent or the Registrar), incurred by them in connection with this Indenture or in respect of the Issuers issue of the Notes, including the costs and expenses of defending themselves against any claim (whether asserted by the Issuers, any Holder or any Guarantor) or liability in connection with the exercise or performance of any of their powers or duties hereunder, or in connection with enforcing the provisions of this Article 1, except to the extent that such loss, damage, claim, liability or expense is due to the Paying Agents or the Registrars own willful misconduct or gross negligence.
(b) The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the Notes, the termination for any reason of this Indenture, and the resignation or removal of the Paying Agent or the Registrar.
Section 11.03 General .
(a) In acting under this Article 11, the Paying Agent and the Registrar shall not (a) be under any fiduciary duty towards any person, (b) be responsible for or liable in respect of the authorization, validity or legality of any Note amount paid by it hereunder (except to the extent that any such liability is determined by a court of competent jurisdiction to have resulted from the Paying Agents or the Registrars own willful misconduct or gross negligence), (c) be under any obligation towards any person other than the Trustee and the Issuers or (d) assume any relationship of agency or trust for or with any Holder.
(b) The Paying Agent and the Registrar shall be entitled to treat the registered Holder of any Note as the absolute owner of such Note for all purposes and make payments thereon accordingly.
(c) The Paying Agent and the Registrar may exercise any of their rights or duties hereunder by or through agents or attorneys, and shall not be responsible for any misconduct thereof, provided such agent or attorney has been appointed with due care.
(d) The Paying Agent shall not exercise any lien, right of set-off or similar claim against any Holder of a Note in respect of moneys payable by it under this Article 11; however, should the Paying Agent elect to make a payment pursuant to Section 11.02(d), it shall be entitled to appropriate for its own account out of the funds received by it under Section 11.02 an amount equal to the amount so paid by it.
(e) The Paying Agent and the Registrar may (at the reasonable and documented expense of the Issuers) consult, on any matter concerning their duties hereunder, any legal adviser or other expert selected by them with due care and, with respect to the selection of other experts, in consultation with the Issuers, and the Paying Agent and the Registrar shall not be liable in respect of anything done, or omitted to be done in good faith in accordance with that advisers opinion. At any time, the Paying Agent and the Registrar may apply to any duly authorized representative of the Issuers for a written instruction, and shall not be liable for an action lawfully taken or omitted to be taken in accordance with such instruction.
(f) The Paying Agent and the Registrar may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties.
(g) The Paying Agent and the Registrar shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Paying Agent and the Registrar, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Paying Agent or the Registrar shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
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(h) The Paying Agent and the Registrar shall be obliged to perform only such duties as are specifically set forth herein and in the Notes, and no implied duties or obligations shall be read into this Article 11 or the Notes against the Paying Agent or the Registrar.
(i) The Paying Agent shall not be liable to account to the Issuers for any interest or other amounts in respect of funds received by it from the Issuers. Money held by the Paying Agent need not be segregated except as required by law.
(j) No section of this Article 11 or the Notes shall require the Paying Agent or the Registrar to risk or expend their own funds, or to take any action which in their reasonable judgment would result in any expense or liability accruing to them.
(k) In no event will the Paying Agent or the Registrar be responsible or liable for any failure or delay in the performance of their obligations hereunder arising out of or caused by, directly or indirectly, forces beyond their reasonable control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, severe loss or severe malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Paying Agent and the Registrar will use best reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(l) The Paying Agent and the Registrar shall have no duty to inquire as to the performance of the covenants of the Issuers, nor shall they be charged with knowledge of any default or Event of Default under this Indenture.
(m) Notwithstanding any section of this Article 11 to the contrary, the Paying Agent and the Registrar will not in any event be liable for special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Paying Agent or the Registrar have been advised of the likelihood of such loss or damage and regardless of the form of action.
(n) The Paying Agent and the Registrar, their officers, directors, employees and shareholders may become the owners of, or acquire any interest in, the Notes, with the same rights that they would have if they were not the Paying Agent or the Registrar, and may engage or be interested in any financial or other transaction with the Issuers as freely as if they were not the Paying Agent or the Registrar.
(o) The Paying Agent and the Registrar shall retain the right not to act and shall not be held liable for refusing to act unless they have received clear instructions from the Issuers that comply with the terms of this Indenture; provided that in the event that the Paying Agent or the Registrar shall exercise their right not to act pursuant to this sub-clause (o), the Paying Agent or the Registrar (as applicable) shall promptly notify the Issuers and the Trustee and seek additional instructions that comply with the terms of this Indenture.
(p) The Paying Agent and the Registrar may request that the Issuers provide them with the names, specimen signatures and direct dial phone numbers of their authorized persons.
Section 11.04 Change of Paying Agent or Registrar .
(a) Any time, other than on a day during the forty-five (45) day period preceding any payment date for the Notes, the Paying Agent or the Registrar may resign by giving at least forty-five (45) days prior written notice to the Issuers; and the Paying Agents or the Registrars agency shall be terminated and their duties shall cease upon expiration of such forty-five (45) days or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers. At any time, following at least forty-five (45) days prior written notice (or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers) from the Issuers, the Paying Agent and the Registrar may be removed from their agency. Such removal shall become effective upon the expiration of the forty-five (45) day or agreed lesser time period (provided that any such removal shall be immediate in case the Paying Agent or the Registrar shall be adjudicated bankrupt or insolvent), and upon payment to the Paying Agent and the Registrar of all
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amounts payable to them in connection with their agency. In such event, following payment in full of their outstanding fees and expenses, the outgoing Paying Agent shall deliver to the Issuers, or to the Issuers designated representative, all Notes (if any) and cash (if any) belonging to the Issuers and, at the Issuers reasonable expense, shall furnish to the Issuers, or to the Issuers designated representative, such information regarding the status of the Issuers outstanding Notes reasonably requested by the Issuers.
(b) Any Person into which a Paying Agent or the Registrar may be merged or consolidated or any Person resulting from any merger or consolidation to which such Paying Agent or Registrar is a party or any Person to which such Paying Agent or Registrar shall sell or otherwise transfer all or substantially all of its corporate trust or agency assets shall on the date on which such merger, consolidation or transfer becomes effective, become the successor to such Paying Agent or Registrar under this Article 11 without the execution or filing of any paper or any further act on the part of the parties hereto.
Section 11.05 Compensation, Fees and Expenses .
The Issuers and the Guarantors, jointly and severally, shall pay to the Paying Agent and the Registrar the compensation, fees and expenses in respect of the Paying Agents and the Registrars services as separately agreed in writing with the Paying Agent and the Registrar.
ARTICLE 12
COLLATERAL AND SECURITY
Section 12.01 Security Interest .
(a) The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders or the Trustee and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents.
Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and the intercreditor agreements set forth therein) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into and perform its obligations under the Collateral Trust Agreement, the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement and each other Security Document to which the Trustee is a party, and each Holder further authorizes and directs the Trustee to direct the Collateral Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with the provisions thereof. Each of the Issuers and the Guarantors consents and agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith.
(b) The Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause the Guarantors and the Companys Subsidiaries to take, any and all actions reasonably required by the Trustee and/or the Collateral Trustee to cause the Collateral Trust Security Documents to create and maintain, as security for the PP&E First Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes and holders of other PP&E First Lien Obligations, to the extent required by, and with the Lien priority required under, the Security Documents.
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Section 12.02 Duties of Collateral Trustee and Trustee .
(a) This Article 12 and the provisions of each other Security Document (except as set forth herein) are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement. Each of the Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement , the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement and (b) authorizes and instructs the Trustee, on behalf of each Holder of Notes, to execute and deliver a joinder to the Collateral Trust Agreement and the ABL Intercreditor Agreement and to execute the PP&E Pari Passu Intercreditor Agreement and perform its obligations thereunder.
(b) Citibank, N.A. has been appointed pursuant to the Collateral Trust Agreement to serve as the Collateral Trustee for the benefit of the Trustee, the Holders of the Notes and the Guarantees, the Borrowing Base Priority Obligations under the Initial ABL Facility, the PP&E First Lien Obligations under the Initial PP&E First Lien Facility, all future Borrowing Base Priority Obligations outstanding from time to time, if any, under any other ABL Loan Facility, subject to the terms set forth therein, in the ABL Intercreditor Agreement and in the Collateral Trust Agreement, and all future PP&E Priority Obligations outstanding from time to time, if any, under any other PP&E Loan Document subject to the terms set forth therein, in the PP&E Pari Passu Intercreditor Agreement and in the Collateral Trust Agreement.
(c) Except as provided in the Collateral Trust Agreement and the Collateral Trust Security Documents (or as directed by the Applicable Representatives), the Collateral Trustee will not be obligated to take any action which is discretionary in nature. In addition, the Collateral Trustee and the Trustee will not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made or in connection with the Collateral Trust Security Document or any secured instrument, the contents of any certificate, report or other document delivered pursuant to this Indenture or thereunder or in connection herewith or therewith, the occurrence of any default, the validity, enforceability, effectiveness or genuineness of the Collateral Trust Agreement, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Trust Security Documents, the value or the sufficiency of any Collateral for any Secured Obligations, or the satisfaction of any condition set forth in any Collateral Trust Security Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee or the Trustee. Neither the Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral.
(d) Whether or not expressly stated in any Security Document, when the Trustee acts as Initial Other Authorized Representative, First Priority Representative, PP&E First Lien Agent or in any other capacity in any Security Document, the Trustee shall be entitled to the rights, privileges and immunities granted to it under this Indenture.
Section 12.03 R elease of Liens on Collateral .
The Collateral Trustees Liens on the Collateral on behalf of the Trustee and the Holders of the Notes will be released in any one or more of the circumstances described in the Collateral Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement.
Notwithstanding anything to the contrary herein, (1) no Excluded Subsidiary shall be required to pledge any of its property or assets as collateral under the Notes, (2) no Excluded Subsidiary shall be required to provide a guaranty of any obligations under the Notes, and (3) none of the Capital Stock of any Excluded Subsidiary shall be pledged as collateral under the Notes other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Guarantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Guarantor, and any Lien on Collateral will be released in order to comply therewith.
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Section 12.04 Release of Liens in Respect of Notes .
The Collateral Trustees Liens on the Collateral on behalf of the Holders of the Notes will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture or other Note Documents, and the right of Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustees Liens on the Collateral will terminate and be discharged:
(1) upon satisfaction and discharge of the Indenture as set forth under Article 8 hereof;
(2) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8 hereof;
(3) upon payment in full and discharge of all Notes outstanding under the Indenture and of all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or
(4) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Section hereof.
In addition, the Collateral Trustees Liens on the Collateral may be released as provided in the Collateral Trust Agreement, the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement.
Section 12.05 Intercreditor Agreements .
The relative rights in the Collateral among the holders of PP&E Priority Obligations (including the Notes) and the holders of Borrowing Base Priority Obligations will be governed by the Collateral Trust Agreement and the ABL Intercreditor Agreement and, in the event of conflict, the ABL Intercreditor Agreement will govern. The relative rights in the Collateral among holders of PP&E First Lien Obligations (including the Notes) will be governed by the Collateral Trust Agreement and the PP&E Pari Passu Intercreditor Agreement and in the event of conflict, the PP&E Pari Passu Intercreditor Agreement will govern. The relative rights in the Collateral between the holders of PP&E First Lien Obligations (including the Notes) and the holders of PP&E Second Lien Obligations will be governed by the Collateral Trust Agreement and a future Second Lien Intercreditor Agreement and in the event of a conflict the Second Lien Intercreditor Agreement will govern. In the event of any conflict between this Indenture and either the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement, such other agreement will govern. By its acceptance of the Notes, each Holder shall be deemed to consent to the terms of and authorize and direct the Trustee and the Collateral Trustee, as applicable, to enter into and perform its obligations under the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement and, if then applicable, the Second Lien Intercreditor Agreement.
Section 12.06 Priority of Liens .
(a) Pursuant to the ABL Intercreditor Agreement, each ABL Agent and each PP&E Agent, on behalf of itself and the other Secured Parties represented by it, has agreed that:
(1) any Lien now or hereafter held by or on behalf of any PP&E Agent or PP&E Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the Borrowing Base Collateral that secures all or any portion of the PP&E Priority Obligations shall in all respects be junior and subordinate to all Liens granted to any ABL Agent or ABL Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the Borrowing Base Collateral to secure all or any portion of the Borrowing Base Priority Obligations;
(2) any Lien now or hereafter held by or on behalf of any PP&E Agent or PP&E Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all or any portion of the PP&E Priority Obligations, shall in all respects be senior and prior to all Liens granted to any ABL Agent or ABL Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the PP&E Collateral to secure all or any portion of the Borrowing Base Priority Obligations;
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(3) any Lien now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the Borrowing Base Collateral that secures all or any portion of the Borrowing Base Priority Obligations, shall in all respects be senior and prior to all Liens granted to any PP&E Agent or PP&E Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the Borrowing Base Collateral to secure all or any portion of the PP&E Priority Obligations; and
(4) any Lien now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all or any portion of the Borrowing Base Priority Obligations, shall in all respects be junior and subordinate to all Liens granted to any PP&E Agent or PP&E Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the PP&E Collateral to secure all or any portion of the PP&E Priority Obligations.
(b) Pursuant to the PP&E Pari Passu Intercreditor Agreement, each PP&E First Lien Agent under each Series of PP&E First Lien Obligations will agree (and each PP&E First Lien Secured Party agrees) that, notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of PP&E First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the PP&E First Lien Security Documents or any defect or deficiencies in the Liens securing the PP&E First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to any impairment or as otherwise provided in the PP&E Pari Passu Intercreditor Agreement), (i) the Liens securing each Series of PP&E First Lien Obligations on any Shared Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared Collateral shall be shared among the PP&E First Lien Secured Parties as provided therein, regardless of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of PP&E First Lien Obligations, granted on the Shared Collateral.
Section 12.07 Creation and Perfection of Certain Security Interests After the Issue Date .
The Company and the Guarantors agree to use their respective commercially reasonable efforts to create and perfect on the Issue Date the security interests in the Collateral (and obtain title insurance) for the benefit of the holders of the Notes, but to the extent any such security interest is not created or perfected or title insurance obtained by such date, the Company and the Guarantors hereby agree to use their respective commercially reasonable efforts to do or cause to be done all acts and things that would be required, including obtaining any required consents from third parties, to have all security interests in the Collateral duly created and enforceable and perfected, to the extent required by the Security Documents, and obtain title insurance promptly following the Issue Date, but in no event later than 90 days thereafter. Failure to obtain such consents and create and perfect a security interest in such Collateral or to obtain title insurance within such period constitutes an Event of Default to the extent provided under clause (i) under Section 6.01. Notwithstanding the foregoing, if after using commercially reasonable efforts such a security interest in an asset could not be created or perfected because a third party consent had not been obtained or local law did not permit a security interest to more than one secured party, the Company will not be required to create or perfect such security interest. For avoidance of doubt, references in this paragraph to Collateral do not include Excluded Assets. Neither the Trustee nor the Collateral Trustee on behalf of the holders of the Notes has any duty or responsibility to see to or monitor the performance of the Company and its Subsidiaries with regard to these matters.
Section 12.08 Parallel Debt
Without prejudice to the provisions of the other Note Documents, and for the purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to the Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakes to pay, and acknowledges that it owes, to the Collateral Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt, irrespective of
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whether any such debt has arisen as at the date of this Indenture or arises after the date hereof, in accordance with and under the same terms and conditions as the Corresponding Debt (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the Parallel Debt ), which undertaking, covenant, and acknowledgment of indebtedness the Collateral Trustee hereby irrevocably and unconditionally accepts.
The Parallel Debt of each Issuer:
(a) |
shall become due and payable at the same time as its Corresponding Debt; and |
(b) |
is independent and separate from, and without prejudice to, its Corresponding Debt. |
For purposes of this Section 12.08, the Collateral Trustee:
(a) |
is the independent and separate creditor of each Parallel Debt; |
(b) |
acts in its own name and not as agent, representative or trustee of the PP&E First Lien Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and |
(c) |
shall have the independent and separate right to demand payment of each Parallel Debt in its own name ( zelfstandige vorderingen op naam ) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). |
The Parallel Debt of an Issuer shall be (i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of a Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of an Issuer shall never exceed its Corresponding Debt.
If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge).
All amounts received or recovered by the Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be applied in accordance with Section 12.06.
This Section 12.08 applies for the purpose of determining the Secured Liabilities (as defined in the Dutch Deed of Pledge) secured in the Dutch Deed of Pledge. Each Holder irrevocably and unconditionally accepts and consents to the creation of the Parallel Debt and the appointment of the Collateral Trustee as the sole creditor under the Parallel Debt as outlined in this Section 12.08.
Section 12.09 Further Assurances .
The Company and the Guarantors will do or cause to be done all acts and things that may be required under applicable law or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Trustee and the Holders of Notes, duly created, enforceable and perfected Liens upon the Collateral (including any real, personal or mixed property or assets that are acquired or otherwise become, or are required by any Security Document to become, Collateral after the Notes are issued), in each case, as contemplated by, and with the Lien priority required under, the Security Documents, and subject to the limitations set forth in the Security Documents.
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Upon the reasonable request of the Collateral Trustee at any time and from time to time, the Company and the Guarantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as reasonably required under applicable law or that the Collateral Trustee may reasonably request, in each case, to create, perfect or protect the Liens and benefits intended to be conferred, in each case as contemplated by the Security Documents for the benefit of the Holders of Notes, in each case, subject to the limitations set forth in the Security Documents.
Section 12.10 Insurance . The Company and the Guarantors will maintain with financially sound and reputable insurance companies insurance on all their respective property in at least such amounts and against such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in a Similar Business, and will cause the Collateral Trustee to at all times be named as loss payee with respect to all All Risk insurance policies and an additional insured (but without any liability for premiums) under all general liability policies maintained by the Company and the Guarantors pursuant to this Section 12.10.
ARTICLE 13
MISCELLANEOUS
Section 13.01 Notices .
(a) Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person, via facsimile, mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the addresses as follows:
if to the Issuers or a Guarantor:
c/o Federal Mogul LLC
27300 West 11 Mile Road
Southfield, MI 48034
Attn: Michelle Epstein Taigman, Senior Vice President, Co-General Counsel and Secretary
Telephone: (248) 354-7063
Facsimile: (248) 354-8103
With a copy to (which copy shall not constitute notice):
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601-9703
Attention: Bruce A. Toth, Esq.
Facsimile: (312) 558-5700
if to the Trustee:
Wilmington Trust, National Association
50 South Sixth Street, Suite 1290
Minneapolis, Minnesota 55402
Attn: Federal-Mogul Administrator
Facsimile: (612) 217-5651
if to the Paying Agent:
The Bank of New York Mellon
One Canada Square
London E14 5AL
Attention: Corporate Trust Administration
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Fax: +44.207.964.2536
Copy to Fax: +44 1202 689660
Email: corpsov4@bnymellon.com
if to the Registrar:
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
L-2453 Luxembourg
Fax: +(352) 24524204
Email: Luxmb_SPS@bnymellon.com
The Issuers, any Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.
All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
(b) Any notice or communication mailed to a Holder shall be delivered electronically or mailed, first class mail (certified or registered, return receipt requested), by overnight air courier guaranteeing next day delivery or emailed to the Holder at the Holders address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed or sent within the time prescribed.
(c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.
Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Note (or its designee) pursuant to the standing instructions from the Depository (or its designee), including by electronic mail in accordance with accepted practices at the Depository.
Notwithstanding the foregoing, any notices or communications given to the Trustee shall be deemed effective only upon receipt by the Trustee at its Corporate Trust Office.
The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods believed by it to be genuine by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company or any Holder. The Company agrees to assume all risks arising out of interception and misuse by third-parties of such instructions or directions sent by e-mail, facsimile or other similar unsecured electronic methods.
Section 13.02 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Issuers or any Guarantor to the Trustee to take or refrain from taking any action under this Indenture (other than as provided in Sections 9.05 and 10.07), the Issuers or such Guarantor shall furnish to the Trustee:
(a) an Officers Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
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(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
Section 13.03 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:
(a) a statement that the individual making such certificate or opinion has read such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an officers certificate as to matters of fact); and
(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided , however , that with respect to matters of fact an Opinion of Counsel may rely on an Officers Certificate or certificates of public officials.
Section 13.04 When Notes Disregarded . In determining whether the Holders of the required principal amount of the applicable series of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgees right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.
Section 13.05 Rules by Trustee, Paying Agent and Registrar . The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.
Section 13.06 Legal Holidays . If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.
Section 13.07 GOVERNING LAW; WAIVER OF JURY TRIAL . THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE). EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 13.08 No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Company, FinCo, any Guarantor or any of their
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Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Company, FinCo or the Guarantors under the Notes, the Guarantees, this Indenture or the Security Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.
Section 13.09 Successors . All agreements of the Issuers and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
Section 13.10 Multiple Originals . The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or email (in PDF format or otherwise) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
Section 13.11 Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Indenture and shall not modify or restrict any of the terms or provisions of this Indenture.
Section 13.12 Indenture Controls . If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.
Section 13.13 Severability . In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 13.14 Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Section 13.15 USA PATRIOT Act . The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
Section 13.16 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.
Section 13.17 Acknowledgment and Consent to Bail-in of EEA Financial Institutions . Notwithstanding and to the exclusion of any other term of this Indenture or any other agreements, arrangements, or understanding between the BRRD Party and the Issuers and the Guarantors, each of the Issuers and the Guarantors acknowledges
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and accepts that a BRRD Liability arising under this Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the BRRD Party to the Issuers or the Guarantors under this Indenture, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the BRRD Party or another person, and the issue to or conferral on the Issuers or the Guarantors of such shares, securities or obligations;
(iii) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due including by suspending payment for a temporary period; and
(iv) the cancellation of the BRRD Liability.
(b) the variation of the terms of this Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(c) The terms that follow, when used in this Section 13.17, shall have the meanings indicated:
(i) Bail-in Legislation means in relation to a member state of the European Economic Area or the United Kingdom which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
(ii) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
(iii) BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(iv) BRRD Liability means a liability, if any, in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
(v) BRRD Party means The Bank New York Mellon (Luxembourg) S.A. solely and exclusively in its role as Registrar under this Indenture. For the avoidance of doubt, The Bank of New York Mellon, London Branch as Paying Agent and any other capacity under the Indenture is not a BRRD Party under this Indenture.
(vi) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com.
(vii) Relevant Resolution Authority means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Party.
Section 13.18 Data Protection .
(a) The Issuers and the Guarantors agree that the Paying Agent and the Registrar may use other BNYM entities and third parties in connection with their performance of the services and any other obligations under this Indenture and in certain other activities, including, without limitation, audit, accounting, tax, administration, risk management, credit, legal, compliance, operations, sales and marketing, relationship management, information technology, records and data storage, performance measurement, data aggregation and compilation and analysis of Customer Information (collectively, the Activities). Notwithstanding anything to the
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contrary in this Indenture, each BNYM entity may, in connection with the Activities or for any other purpose permitted under this Indenture, collect, use, store and disclose, within and outside of the European Economic Area (including but not limited to the United States, and European Economic Area), Customer Information to (a) other BNYM entities; and (b) third party service providers who are required to maintain the confidentiality of such Customer Information. In addition, BNYM may aggregate Customer Information (other than Personal Data) with other data collected and/or calculated by BNYM, and BNYM will own all such aggregated data, provided that BNYM shall not distribute the aggregated data in a format that identifies the Issuers or Guarantors or any particular individual after such aggregation. The Issuers and the Guarantors represent that they have lawful grounds and BNYM relies on such representation for BNYMs collection, use, storage and disclosure of Customer Information, including Personal Data, as set out in this Section 13.18. The Issuers and the Guarantors consent to the disclosure of Customer Information to governmental, tax, regulatory, law enforcement and other authorities in relevant jurisdictions where BNYM operates and otherwise as required by law, rule or guideline (including tax reporting regulations) or requested by such authorities.
(b) In relation to the collection, use, storage and disclosure of Personal Data by BNYM, to the extent that each BNYM entity is required to obtain consent under the applicable Personal Data laws in any jurisdiction, the Issuers and the Guarantors confirm that by providing such Personal Data to BNYM, the Issuers and the Guarantors have lawful grounds to allow each BNYM entity to collect, use, store and disclose Personal Data in accordance with this Indenture and the notice contained at https://www.bnymellon.com/apac/en/privacy.jsp (Personal Data Notice). For the avoidance of doubt, where consent is not required in the particular jurisdiction, each BNYM entity is providing notice of its collection, use, storage and disclosure of Personal Data in accordance with this Indenture and the Personal Data Notice, receipt of which is acknowledged by the Issuers and the Guarantors. The Issuers and the Guarantors agree that BNYM may make amendments and additions to this Personal Data Notice by posting a revised version of this Personal Data Notice at the abovementioned website link (or such other link as BNYM may advise the Issuers and the Guarantors from time to time). The Issuers and the Guarantors agree that their maintenance and/or continued use of any service provided by any BNYM entity and continued provision of Personal Data to a BNYM entity after any such revised version is posted constitutes the Issuers and the Guarantors deemed confirmation that they continue to have lawful grounds to permit each BNYM entity to collect, use, store and disclose Personal Data in accordance with the revised Personal Data Notice.
(c) Any telephone conversation with BNYM may be recorded by BNYM and BNYM may retain any such recording in accordance with its internal policies from time to time.
(d) In this Section 13.18, BNYM and BNYM entity means The Bank of New York Mellon Corporation and/or each of its affiliates/subsidiaries (including each of their respective branches and representative offices individually and/or collectively), acting either as the contracting entity under this Indenture or as service provider or intermediary to the Paying Agent and the Registrar, or otherwise in a relationship with the Issuers and the Guarantors; and Customer Information means data regarding the Issuers and the Guarantors and the Issuers and the Guarantors affiliates and subsidiaries, including Personal Data; Personal Data means personal data of employees and representatives of the Issuers and the Guarantors and the Issuers and the Guarantors affiliates and subsidiaries. This Section 13.18 shall survive termination of this Indenture.
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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
Very truly yours, | ||||
CO-ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
[ Signature Page to Indenture ]
GUARANTORS | ||||
CARTER AUTOMOTIVE COMPANY, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PISTON RINGS, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[ Signature Page to Indenture ]
FEDERAL-MOGUL MOTORPARTS CORPORATION |
||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
FEDERAL-MOGUL WORLD WIDE, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
MUZZY-LYON AUTO PARTS, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M MOTORPARTS TSC, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[ Signature Page to Indenture ]
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura J. Soave |
|||
Name: | Laura J. Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[ Signature Page to Indenture ]
WILMINGTON TRUST, NATIONAL ASSOCIATION | ||||
as Trustee | ||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: | Jane Y. Schweiger | |||
Title: | Vice President |
[ Signature Page to Indenture ]
THE BANK OF NEW YORK MELLON, LONDON BRANCH | ||||
as Paying Agent | ||||
By: |
/s/ Trevor Blewer |
|||
Name: | Trevor Blewer | |||
Title: | Vice President |
[ Signature Page to Indenture ]
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. | ||||
as Registrar | ||||
By: |
/s/ Trevor Blewer |
|||
Name: | Trevor Blewer | |||
Title: | Vice President |
[ Signature Page to Indenture ]
APPENDIX A
PROVISIONS RELATING TO ORIGINAL NOTES AND ADDITIONAL NOTES
1.1 |
Definitions . |
For the purposes of this Appendix A the following terms shall have the meanings indicated below:
Definitive Fixed Rate Note means a certificated Fixed Rate Note substantially in the form of Exhibit A hereto (bearing the Restricted Securities Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.
Definitive Floating Rate Note means a certificated Floating Rate Note substantially in the form of Exhibit B hereto (bearing the Restricted Securities Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.
Definitive Note means either a Definitive Fixed Rate Note or a Definitive Floating Rate Note.
Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.
IAI means an institutional accredited investor as described in Rule 501.
Initial Purchaser means Deutsche Bank AG, London Branch.
Purchase Agreement means (a) the Purchase Agreement dated March 23, 2017, among the Issuers, the Guarantors and the Initial Purchaser and (b) any other similar Purchase Agreement relating to Additional Notes.
QIB means a qualified institutional buyer as defined in Rule 144A.
Regulation S means Regulation S under the Securities Act.
Regulation S Notes means all Notes offered and sold outside the United States in reliance on Regulation S.
Restricted Period, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee and the Registrar, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days.
Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.
Rule 144A means Rule 144A under the Securities Act.
Rule 144A Fixed Rate Notes means Fixed Rate Notes offered and sold to QIBs in reliance on Rule 144A.
Rule 144A Floating Rate Notes means Floating Rate Notes offered and sold to QIBs in reliance on Rule 144A.
Rule 144A Notes means jointly the Rule 144A Fixed Rate Notes and the Rule 144A Floating Rate Notes.
Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
Appendix A-1
Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear or are subject to the Restricted Notes Legend.
Unrestricted Definitive Fixed Rate Note means Definitive Fixed Rate Notes and any other Fixed Rate Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.
Unrestricted Definitive Floating Rate Note means Definitive Floating Rate Notes and any other Floating Rate Notes that are required to bear, or are not subject to, the Restricted Notes Legend.
Unrestricted Definitive Note means jointly Unrestricted Definitive Fixed Rate Notes and Unrestricted Definitive Floating Rate Notes.
Unrestricted Fixed Rate Note means Global Fixed Rate Notes and any other Fixed Rate Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.
Unrestricted Floating Rate Note means Global Floating Rate Notes and any other Floating Rate Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.
Unrestricted Global Note means Unrestricted Fixed Rate Notes and Unrestricted Floating Rate Notes.
1.2 |
Other Definitions . |
Term: |
Defined in Section: |
|
Agent Members |
2.1(b) | |
Clearstream |
2.1(b) | |
Euroclear |
2.1(b) | |
Global Notes |
2.1(b) | |
Regulation S Global Notes |
2.1(b) | |
Regulation S Permanent Global Note |
2.1(b) | |
Regulation S Temporary Global Note |
2.1(b) | |
Rule 144A Global Notes |
2.1(b) |
2. |
The Notes . |
2.1 |
Form and Dating; Global Notes . |
(a) The Original Notes issued on the date hereof will be (i) offered and sold by the Company pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law.
(b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the Rule 144A Global Notes).
Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the Regulation S Temporary Global Note and, together with the Regulation S Permanent Global Note (defined below), the Regulation S Global Notes), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (Euroclear) or Clearstream Banking, Société Anonyme (Clearstream).
Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the Regulation S Permanent
Appendix A-2
Global Note) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Registrar shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.
The provisions of the Operating Procedures of the Euroclear System and Terms and Conditions Governing Use of Euroclear and the General Terms and Conditions of Clearstream Banking and Customer Handbook of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.
The term Global Notes means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of a member of, or participant in, a Depository (each, an Agent Member), (ii) be delivered to the Registrar as custodian for such Depository and (iii) bear the Restricted Notes Legend.
Members of, or direct or indirect participants in, the Depository shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Registrar as its custodian, or under the Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Company that it is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) the Company, at its option, notifies the Registrar that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depository shall have requested such exchange; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Registrar for cancellation, and the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
(iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend.
Appendix A-3
(v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.
(vi) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.
2.2 |
Transfer and Exchange . |
(a) Transfer and Exchange of Global Notes . A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Company for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b), 2.2(c) or 2.2(g).
(b) Transfer and Exchange of Beneficial Interests in Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:
(i) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note pursuant to Section 2.2(g).
(iii) Transfer of Beneficial Interests to Another Restricted Global Note . A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:
(A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and
Appendix A-4
(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note.
(iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:
(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or
(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note,
and, in each such case, if the Company so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).
(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note . Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
(c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes . A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes . Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii), (iii) or (iv) below, as applicable:
(i) Transfer Restricted Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Restricted Global Note or to transfer such Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form attached to the applicable Note;
Appendix A-5
(B) if such Transfer Restricted Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(D) if such Transfer Restricted Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(E) if such Transfer Restricted Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Note, including the certifications, certificates and Opinion of Counsel, if applicable; or
(F) if such Transfer Restricted Note is being transferred to the Company or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Note;
the Registrar shall cancel the Transfer Restricted Note, and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note.
(ii) Transfer Restricted Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Transfer Restricted Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:
(1) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable Note; or
(2) if the Holder of such Transfer Restricted Notes proposes to transfer such Transfer Restricted Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable Note,
and, in each such case, if the Company so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Registrar shall cancel the Transfer Restricted Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).
(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
Appendix A-6
receipt of a request for such an exchange or transfer, the Registrar shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).
(iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes . An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holders compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).
(i) Transfer Restricted Notes to Transfer Restricted Notes. A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Note if the Registrar receives the following:
(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note;
(B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note;
(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note;
(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Note; and
(E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to the applicable Note.
(ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any Transfer Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:
(A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for an Unrestricted Definitive Note, a certificate from such Holder in the form attached to the applicable Note; or
(B) if the Holder of such Transfer Restricted Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form attached to the applicable Note,
Appendix A-7
and, in each such case, if the Company so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.
(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.
(iv) Unrestricted Definitive Notes to Transfer Restricted Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Note.
At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Registrar in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depository at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depository at the direction of the Registrar to reflect such increase.
(f) Legend .
(i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE, OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES FOR THE BENEFIT OF FEDERAL-MOGUL LLC AND FEDERAL-MOGUL FINANCING CORPORATION (THE ISSUERS) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
Appendix A-8
SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO EACH OF THE ISSUERS AND THE REGISTRARS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION OR DOCUMENTATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE REGISTRAR.
Each Temporary Regulation S Note shall bear the following additional legend:
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THE NOTE EVIDENCED HEREBY MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
Each Global Note shall bear the following additional legends:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THE NOTE) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK MELLON, LONDON BRANCH, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK MELLON, LONDON BRANCH, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Appendix A-9
(ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
(iii) Upon a sale or transfer after the expiration of the Restricted Period of any Note acquired pursuant to Regulation S, all requirements that such Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Note be issued in global form shall continue to apply.
(iv) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.
(g) Cancellation or Adjustment of Global Note . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Registrar in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Common Depository at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Common Depository at the direction of the Registrar to reflect such increase.
(h) Obligations with Respect to Transfers and Exchanges of Notes .
(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee (or the Authenticating Agent, as applicable) shall authenticate, Definitive Notes and Global Notes at the Registrars request.
(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, a Paying Agent or the Registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
(i) No Obligation of the Trustee or Registrar .
(i) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including
Appendix A-10
any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee and the Registrar may conclusively rely and shall be fully protected in so relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.
(ii) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appendix A-11
EXHIBIT A
[FORM OF FACE OF FIXED RATE NOTE]
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THE NOTE) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Notes Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE, OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES FOR THE BENEFIT OF FEDERAL-MOGUL LLC AND FEDERAL-MOGUL FINANCING CORPORATION (THE ISSUERS) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT
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WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO EACH OF THE ISSUERS AND THE REGISTRARS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION OR DOCUMENTATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE REGISTRAR.
Each Temporary Regulation S Note shall bear the following additional legend:
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND THE NOTE EVIDENCED HEREBY MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
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[FORM OF FIXED RATE NOTE]
No. | |
4.875% Senior Secured Notes due 2022
Common Code
ISIN
Federal-Mogul LLC, a Delaware limited liability company, and Federal-Mogul Financing Corporation, a Delaware corporation, promise to pay to , or registered assigns, the principal sum of EURO [, as the same may be revised from time to time on the Schedule of
Increases or Decreases in Global Note attached hereto,] 1 on April 15, 2022.
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Additional provisions of this Note are set forth on the other side of this Note.
1 |
Use the Schedule of Increases and Decreases language if Security is in Global Form. |
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed manually or in facsimile by its duly authorized officers.
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
|
|
Name: | ||
Title: |
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AUTHENTICATING AGENTS CERTIFICATE OF AUTHENTICATION |
||
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Authenticating Agent, certifies that this is one of the Notes referred to in the Indenture. |
||
By: |
|
|
Authorized Signatory |
Dated:
*/ |
If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE. |
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[FORM OF REVERSE SIDE OF NOTE]
4.875% Senior Secured Notes due 2022
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. |
Interest |
Federal-Mogul LLC, a Delaware limited liability company (the Company), and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the Issuers), promise to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuers shall pay interest semiannually in arrears on April 15 and October 15 of each year, commencing October 15, 2017. Interest on the Fixed Rate Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, March 30, 2017 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Fixed Rate Notes, and they shall pay interest on overdue installments of interest at the same rate to the extent lawful.
2. |
Method of Payment |
The Issuers shall pay interest on the Fixed Rate Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on the April 1 and October 1 preceding the interest payment date (whether or not a Business Day). Holders must surrender the Fixed Rate Notes to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in euro or such other money of the European Union that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Fixed Rate Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by a Holder to the Issuers or the Paying Agent. The Issuers shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made through the Paying Agent by mailing a check to the registered address of each Holder thereof.
3. |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon, London Branch will act as Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. will act as Registrar. The Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or any of their Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
4. |
Indenture |
The Company issued the Fixed Rate Notes under an Indenture, dated as of March 30, 2017 (the Indenture), among the Company, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee (the Trustee), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Fixed Rate Notes are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture for a statement of such terms and provisions.
The Fixed Rate Notes are senior secured obligations of the Issuers. This Fixed Rate Note is one of the Original Fixed Rate Notes referred to in the Indenture. The Notes include the Original Fixed Rate Notes and any Additional Fixed Rate Notes. The Original Fixed Rate Notes and any Additional Fixed Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of
A-6
the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.
To guarantee the due and punctual payment of the principal and interest on the Fixed Rate Notes and all other amounts payable by the Issuers under the Indenture and the Fixed Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Fixed Rate Notes and the Indenture, the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
5. |
Redemption |
Optional Redemption
(a) Except as set forth in the following paragraphs, the Fixed Rate Notes shall not be redeemable at the option of the Issuers prior to April 15, 2019. On April 15, 2019 or thereafter, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes plus the Applicable Fixed Rate Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
On and after April 15, 2019, the Issuers may redeem the Fixed Rate Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable date of redemption, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:
Year |
Redemption Price | |||
2019 |
102.43750 | % | ||
2020 |
101.21875 | % | ||
2021 and thereafter |
100.00000 | % |
(b) In addition, until April 15, 2019, the Issuers may, at their option, on one or more occasions redeem up to 40% of the aggregate principal amount of Fixed Rate Notes (calculated after giving effect to any issuance of any Additional Fixed Rate Notes) at a redemption price equal to 104.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under the Indenture and any Fixed Rate Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering upon not less than 30 nor more than 60 days notice sent to each Holder of Fixed Rate Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(c) Notice of any redemption of Fixed Rate Notes described above may be given prior to such redemption, and any such redemption or notice may, at the Issuers discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the relevant Equity Offering, other offering or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption
A-7
may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers obligations with respect to such redemption may be performed by another Person.
(d) The Registrar shall select the Fixed Rate Notes to be redeemed in the manner described under Section 3.04.
Redemption for Taxation Reasons
(a) The Issuers may redeem the Notes in whole, but not in part, at any time upon giving not less than 30 days nor more than 60 days prior notice to the Holders of such Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but not including the date fixed for redemption (a Tax Redemption Date) (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of:
(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or
(2) any amendment to, or change in an official written application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue guidance) (each of the foregoing in clauses (1) and (2), a Change in Tax Law),
a Payor is, or on the next interest payment date in respect of such Notes would be, required to pay Additional Amounts with respect to such Notes, and such obligation cannot be avoided by taking reasonable measures available to the Payor (including, for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable, but not including assignment of the obligation to make payment with respect to such Notes). Such Change in Tax Law must (i) not have been publicly announced before the Issue Date and (ii) become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date).
(b) No such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication or mailing of any notice of redemption of any Notes pursuant to the foregoing, the Issuers will deliver to the Trustee and the Paying Agent (a) an Officers Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of our choosing of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such Officers Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
(c) Upon receiving such notice of redemption, each holder will have the right to elect to not have its Notes redeemed, in which case the Payors will not be obligated to pay any Additional Amounts on any payment with respect to such Notes after the Tax Redemption Date (or, if we fail to pay the redemption price on the Tax Redemption Date, after such later date on which we pay the redemption price) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts, and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law.
(d) If no election is made, the holder will have its Notes redeemed without any further action.
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6. |
Sinking Fund |
The Fixed Rate Notes are not subject to any sinking fund.
7. |
Notice of Redemption |
At least 30 days but not more than 60 days prior to a redemption date pursuant to the optional redemption provisions of Paragraph 5 of the Fixed Rate Note, the Issuers shall mail or cause to be mailed by first-class mail (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) (with a copy to the Trustee and the Paying Agent) a notice of redemption to each Holder whose Fixed Rate Notes are to be redeemed at such Holders registered address (except that such notice of redemption may be mailed (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01). Notes in denominations larger than 100,000 may be redeemed in part but only in whole multiples of 1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Fixed Rate Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Fixed Rate Notes (or such portions thereof) called for redemption.
8. |
Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales |
Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such Holders Fixed Rate Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record of the Fixed Rate Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.
In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Fixed Rate Notes upon the occurrence of certain events.
9. |
Denominations; Transfer; Exchange |
The Fixed Rate Notes are in registered form, without coupons, in denominations of 100,000 and any integral multiple of 1,000 in excess thereof. A Holder shall register the transfer of or exchange of Fixed Rate Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Fixed Rate Notes selected for redemption (except, in the case of a Fixed Rate Note to be redeemed in part, the portion of the Fixed Rate Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to the mailing of a notice of redemption of Fixed Rate Notes to be redeemed.
10. |
Persons Deemed Owners |
The registered Holder of this Fixed Rate Note shall be treated as the owner of it for all purposes.
11. |
Unclaimed Money |
If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.
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12. |
Discharge and Defeasance |
Subject to certain conditions and as set forth in the Indenture, the Issuers at any time may terminate some of or all of their obligations under the Fixed Rate Notes and the Indenture if the Issuers deposit with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) money or Government Securities for the payment of principal and interest on the Fixed Rate Notes to redemption or maturity, as the case may be.
13. |
Amendment; Waiver |
Subject to certain exceptions set forth in the Indenture, (i) the Indenture, or the Fixed Rate Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Fixed Rate Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend the Indenture, any Guarantee, the Fixed Rate Notes or the Security Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuers; (ii) to provide for uncertificated Fixed Rate Notes of such series in addition to or in place of certificated Fixed Rate Notes (provided that the uncertificated Fixed Rate Notes are issued in registered form for purposes of Section 163(f) of the Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Companys, FinCos or any Guarantors obligations to the Holders in a transaction that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (viii) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to conform the text of the Indenture, the Guarantees, the Fixed Rate Notes or the Security Documents to any provision of the Offering Memorandum under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees, the Fixed Rate Notes or the Security Documents as certified by the Issuers; (x) to provide for the issuance of Additional Notes permitted to be issued under the Indenture; (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Fixed Rate Notes and administration of the Fixed Rate Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Fixed Rate Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Fixed Rate Notes; (xii) to add additional assets as Collateral; or (xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents.
14. |
Defaults and Remedies |
If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of outstanding Fixed Rate Notes by notice to the Issuers, may declare the principal of, premium, if any, interest and any other monetary obligations on all the Fixed Rate Notes to be due and payable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers occurs, the principal of, premium, if any, and interest on all the Fixed Rate Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of outstanding Fixed Rate Notes may rescind any such acceleration with respect to the Fixed Rate Notes and its consequences.
If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have
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offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Fixed Rate Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Fixed Rate Notes have requested the Trustee, in writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Fixed Rate Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Fixed Rate Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action.
The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year.
15. |
Trustee Dealings with the Issuers |
The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Fixed Rate Notes and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.
16. |
No Recourse Against Others |
No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Issuers or any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Fixed Rate Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Fixed Rate Notes by accepting a Fixed Rate Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Fixed Rate Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
17. |
Authentication |
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.
18. |
Collateral |
This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents. The Collateral Trustee holds the Collateral in trust for the benefit of the Holders of the Notes pursuant to the Security Documents. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Collateral Trustee to enter into the Security Documents, and to perform its obligations and exercise its rights thereunder in accordance therewith.
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19. |
Abbreviations |
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
20. |
Governing Law |
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
21. |
Common Code Numbers |
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused Common Code numbers to be printed on the Fixed Rate Notes, and the Trustee may use Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the correctness or accuracy of such numbers either as printed on the Fixed Rate Notes or as contained in any notice of redemption, and reliance may be placed on the other identification numbers placed thereon. The Issuers will furnish to any Holder of Fixed Rate Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Fixed Rate Note.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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Federal-Mogul LLC
Attention: Michelle Epstein Taigman
Facsimile: (248) 354-8103
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
L-2453 Luxembourg
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED NOTES
This certificate relates to principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned.
The undersigned (check one box below):
☐ has requested the Registrar by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);
☐ has requested the Registrar by written order to exchange or register the transfer of a Note or Notes.
In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) |
☐ | to the Company or subsidiary thereof; or | ||
(2) |
☐ | to the Registrar for registration in the name of the Holder, without transfer; or | ||
(3) |
☐ | inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | ||
(4) |
☐ | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or | ||
(5) |
☐ | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Registrar a signed letter containing certain representations and agreements in the form attached as Exhibit B to the Indenture; or | ||
(6) |
☐ | pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. |
Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (4), (5) or (6) is
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checked, the Issuers or the Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers or the Registrar have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
Date: | Your Signature: | |||
Signature Guarantee: | Signature of Signature Guarantee: | |||
Date: | ||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date: | ||
NOTICE: To be executed by an executive officer |
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is . The following increases or decreases in this Global Note have been made:
Date of Exchange |
Amount of decrease in Principal Amount of this Global Note |
Amount of increase in Principal Amount of this Global Note |
Principal amount of this Global Note following such decrease or increase |
Signature of authorized signatory of Registrar |
||||
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, check the box:
Asset Sale ☐ | Change of Control ☐ |
If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, state the amount (100,000 or any integral multiple of 1,000):
Date: | Your Signature: | |||
Signature Guarantee: | (Sign exactly as your name appears on the other side of this Note) | |||
Signature Guarantee: | ||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
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EXHIBIT B
[FORM OF FACE OF FLOATING RATE NOTE]
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THE NOTE) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Notes Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE, OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES FOR THE BENEFIT OF FEDERAL-MOGUL LLC AND FEDERAL-MOGUL FINANCING CORPORATION (THE ISSUERS) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT
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WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO EACH OF THE ISSUERS AND THE REGISTRARS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION OR DOCUMENTATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE REGISTRAR.
Each Temporary Regulation S Note shall bear the following additional legend:
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THE NOTE EVIDENCED HEREBY MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
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[FORM OF FLOATING RATE NOTE]
No. | |
Senior Secured Floating Rate Notes due 2024
Common Code
ISIN
Federal-Mogul LLC, a Delaware limited liability company, and Federal-Mogul Financing Corporation, a Delaware corporation, promise to pay to , or registered assigns, the principal sum of EURO [, as the same may be revised from time to time on the Schedule of
Increases or Decreases in Global Note attached hereto,] 2 on April 15, 2024.
Interest Payment Dates: January 15, April 15, July 15 and October 15
Record Dates: January 1, April 1, July 1 and October 1
Additional provisions of this Note are set forth on the other side of this Note.
2 |
Use the Schedule of Increases and Decreases language if Security is in Global Form. |
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed manually or in facsimile by its duly authorized officers.
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
|
|
Name: | ||
Title: |
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AUTHENTICATING AGENTS CERTIFICATE OF AUTHENTICATION |
||
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
|
||
By: |
|
|
Authorized Signatory |
Dated:
*/ |
If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE. |
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[FORM OF REVERSE SIDE OF NOTE]
Senior Secured Floating Rate Notes due 2024
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. |
Interest |
Federal-Mogul LLC, a Delaware limited liability company (the Company), and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the Issuers), promise to pay interest on the principal amount of this Note at a rate per annum (the Applicable Rate), reset quarterly, equal to EURIBOR plus 4.875%, as determined by an agent appointed by the Issuers to calculate EURIBOR for purposes of the Indenture (the Calculation Agent ). The Issuers shall pay interest quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on July 15, 2017. Interest on the Floating Rate Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, March 30, 2017 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
The Calculation Agent shall, as soon as practicable after 11:00 a.m., Brussels time, on each Determination Date, determine the Applicable Rate and calculate the aggregate amount of interest payable in respect of the following Interest Period (the Interest Amount). The Interest Amount shall be calculated by applying the Applicable Rate to the principal amount of each Floating Rate Note outstanding at the commencement of the Interest Period, multiplying each such amount by the actual amounts of days in the Interest Period concerned divided by 360. All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one millionths of a percentage point being rounded upwards (e.g., 4.876545% (or .04876545) being rounded to 4.87655% (or .0487655). The determination of the Applicable Rate and the Interest Amount by the Calculation Agent shall, in the absence of gross negligence, willful misconduct, bad faith or manifest error, be final and binding on all parties. In no event will the rate of interest on the Floating Rate Notes be higher than the maximum rate permitted by applicable law, provided, however, that the Calculation Agent shall not be responsible for verifying that the rate of interest on the Floating Rate Notes is permitted under any applicable law. The Trustee, the Registrar and the Paying Agent shall not be responsible for, nor incur any liability in relation to any loss resulting from any calculation or determination made, or intended to be made, by the Calculation Agent.
The rights of Holders of Floating Rate Notes to receive the payments of interest on the Floating Rate Notes are subject to applicable procedures of Euroclear and Clearstream. If the due date for any payment in respect of any Floating Rate Notes is not a Business Day at the place at which such payment is due to be paid, the Holder thereof will not be entitled to payment of the amount due until the next succeeding Business Day at such place, and will not be entitled to any further interest or other payment as a result of any such delay.
Determination Date with respect to an Interest Period means the date that is two TARGET Settlement Dates preceding the first day of such Interest Period.
EURIBOR with respect to an Interest Period means the rate (expressed as a percentage per annum) for deposits in euro for a three-month period beginning on the date that is two TARGET Settlement Days after the Determination Date that appears on Reuters Screen EURIBOR 01 Page as of 11:00 a.m., Brussels time, on the Determination Date; provided, however, that EURIBOR shall never be less than 0%. If Reuters Screen EURIBOR 01 Page does not include such a rate or is unavailable on a Determination Date, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period.
euro zone means the region comprised of member states of the European Union that adopt the euro.
Interest Period means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include July 15, 2017 with respect to the Floating Rate Notes.
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Reuters Screen EURIBOR 01 Page means the display page so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor).
TARGET Settlement Day means any day on which the Trans European Automated Real Time Gross Settlement Express Transfer (TARGET) System is open.
2. |
Method of Payment |
The Issuers shall pay interest on the Floating Rate Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1, April 1, July 1 and October 1 preceding the interest payment date (whether or not a Business Day). Holders must surrender the Floating Rate Notes to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in euro, or such other money of the European Union that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Floating Rate Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by a Holder to the Issuers or the Paying Agent. The Issuers shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made through the Paying Agent by mailing a check to the registered address of each Holder thereof.
3. |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon, London Branch will act as Paying Agent and The Bank of New York (Luxembourg) S.A. will act as Registrar. The Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or any of their Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
4. |
Indenture |
The Company issued the Floating Rate Notes under an Indenture, dated as of March 30, 2017 (the Indenture), among the Company, the Guarantors party thereto from time to time, Wilmington Trust, National Association, as trustee (the Trustee), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Notes are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture for a statement of such terms and provisions.
The Floating Rate Notes are senior secured obligations of the Issuers. This Floating Rate Note is one of the Original Floating Rate Notes referred to in the Indenture. The Notes include the Original Floating Rate Notes and any Additional Floating Rate Notes. The Original Floating Rate Notes and any Additional Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.
To guarantee the due and punctual payment of the principal and interest on the Floating Rate Notes and all other amounts payable by the Issuers under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
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5. |
Redemption |
Optional Redemption
(a) Except as set forth in the following paragraphs, the Floating Rate Notes shall not be redeemable at the option of the Issuers prior to April 15, 2018. On April 15, 2018 or thereafter, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes plus the Applicable Floating Rate Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
On and after April 15, 2018, the Issuers may redeem the Floating Rate Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable date of redemption, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:
Year |
Redemption Price | |||
2018 |
101.000 | % | ||
2019 |
100.000 | % |
(b) Notice of any redemption of Floating Rate Notes described above may be given prior to such redemption, and any such redemption or notice may, at the Issuers discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the relevant Equity Offering, other offering or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers obligations with respect to such redemption may be performed by another Person.
(c) The Registrar shall select the Floating Rate Notes to be redeemed in the manner described under Section 3.04.
Redemption for Taxation Reasons
(a) The Issuers may redeem the Notes in whole, but not in part, at any time upon giving not less than 30 days nor more than 60 days prior notice to the Holders of such Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but not including the date fixed for redemption (a Tax Redemption Date) (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of:
(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or
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(2) any amendment to, or change in an official written application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue guidance) (each of the foregoing in clauses (1) and (2), a Change in Tax Law),
a Payor is, or on the next interest payment date in respect of such Notes would be, required to pay Additional Amounts with respect to such Notes, and such obligation cannot be avoided by taking reasonable measures available to the Payor (including, for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable, but not including assignment of the obligation to make payment with respect to such Notes). Such Change in Tax Law must (i) not have been publicly announced before the Issue Date and (ii) become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date).
(b) No such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication or mailing of any notice of redemption of any Notes pursuant to the foregoing, the Issuers will deliver to the Trustee and the Paying Agent (a) an Officers Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of our choosing of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such Officers Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
(c) Upon receiving such notice of redemption, each holder will have the right to elect to not have its Notes redeemed, in which case the Payors will not be obligated to pay any Additional Amounts on any payment with respect to such Notes after the Tax Redemption Date (or, if we fail to pay the redemption price on the Tax Redemption Date, after such later date on which we pay the redemption price) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts, and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law.
(d) If no election is made, the holder will have its Notes redeemed without any further action.
6. |
Sinking Fund |
The Floating Rate Notes are not subject to any sinking fund.
7. |
Notice of Redemption |
At least 30 days but not more than 60 days prior to a redemption date pursuant to the optional redemption provisions of Paragraph 5 of the Floating Rate Note, the Issuers shall mail or cause to be mailed by first-class mail (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) (with a copy to the Trustee and the Paying Agent) a notice of redemption to each Holder whose Floating Rate Notes are to be redeemed at such Holders registered address (except that such notice of redemption may be mailed (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01). Notes in denominations larger than 100,000 may be redeemed in part but only in whole multiples of 1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Floating Rate Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Floating Rate Notes (or such portions thereof) called for redemption.
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8. |
Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales |
Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such Holders Floating Rate Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record of the Floating Rate Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.
In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Floating Rate Notes upon the occurrence of certain events.
9. |
Denominations; Transfer; Exchange |
The Floating Rate Notes are in registered form, without coupons, in denominations of 100,000 and any integral multiple of 1,000 in excess thereof. A Holder shall register the transfer of or exchange of Floating Rate Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Floating Rate Notes selected for redemption (except, in the case of a Floating Rate Note to be redeemed in part, the portion of the Floating Rate Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to the mailing of a notice of redemption of Floating Rate Notes to be redeemed.
10. |
Persons Deemed Owners |
The registered Holder of this Floating Rate Note shall be treated as the owner of it for all purposes.
11. |
Unclaimed Money |
If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.
12. |
Discharge and Defeasance |
Subject to certain conditions and as set forth in the Indenture, the Issuers at any time may terminate some of or all of their obligations under the Floating Rate Notes and the Indenture if the Issuers deposit with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) money or Government Securities for the payment of principal and interest on the Floating Rate Notes to redemption or maturity, as the case may be.
13. |
Amendment; Waiver |
Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Floating Rate Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Floating Rate Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend the Indenture, any Guarantee, the Floating Rate Notes or the Security Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuers; (ii) to provide for uncertificated Floating Rate Notes of such series in addition to or in place of certificated Floating Rate Notes (provided that the uncertificated Floating Rate Notes are issued in registered form for purposes of Section 163(f) of the Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Companys, FinCos or any Guarantors obligations to the Holders in a transaction
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that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (viii) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to conform the text of the Indenture, the Guarantees, the Floating Rate Notes or the Security Documents to any provision of the Offering Memorandum under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees, the Floating Rate Notes or the Security Documents as certified by the Issuers; (x) to provide for the issuance of Additional Notes permitted to be issued under the Indenture; (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Floating Rate Notes and administration of the Floating Rate Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Floating Rate Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Floating Rate Notes; (xii) to add additional assets as Collateral; or (xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents.
14. |
Defaults and Remedies |
If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of outstanding Floating Rate Notes by notice to the Issuers, may declare the principal of, premium, if any, interest and any other monetary obligations on all the Floating Rate Notes to be due and payable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers occurs, the principal of, premium, if any, and interest on all the Floating Rate Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of outstanding Floating Rate Notes may rescind any such acceleration with respect to the Floating Rate Notes and its consequences.
If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Floating Rate Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Floating Rate Notes have requested the Trustee, in writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Floating Rate Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Floating Rate Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action.
The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year.
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15. |
Trustee Dealings with the Issuers |
The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Floating Rate Notes and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.
16. |
No Recourse Against Others |
No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Issuers or any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Floating Rate Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Floating Rate Notes by accepting a Floating Rate Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Floating Rate Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
17. |
Authentication |
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.
18. |
Collateral |
This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents. The Collateral Trustee holds the Collateral in trust for the benefit of the Holders of the Notes pursuant to the Security Documents. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Collateral Trustee to enter into the Security Documents, and to perform its obligations and exercise its rights thereunder in accordance therewith.
19. |
Abbreviations |
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
20. |
Governing Law |
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
21. |
Common Code Numbers |
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused Common Code numbers to be printed on the Floating Rate Notes, and the Trustee may use Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the correctness or accuracy of such numbers either as printed on the Floating Rate Notes or as contained in any notice of redemption, and reliance may be placed on the other identification numbers placed thereon.
The Issuers will furnish to any Holder of Floating Rate Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Floating Rate Note.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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Federal-Mogul LLC
Attention: Michelle Epstein Taigman
Facsimile: (248) 354-8103
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
L-2453 Luxembourg
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED NOTES
This certificate relates to principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned.
The undersigned (check one box below):
☐ has requested the Registrar by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);
☐ has requested the Registrar by written order to exchange or register the transfer of a Note or Notes.
In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) |
☐ | to the Company or subsidiary thereof; or | ||
(2) |
☐ | to the Registrar for registration in the name of the Holder, without transfer; or | ||
(3) |
☐ | inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | ||
(4) |
☐ | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or | ||
(5) |
☐ | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Registrar a signed letter containing certain representations and agreements in the form attached as Exhibit B to the Indenture; or | ||
(6) |
☐ | pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. |
Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (4), (5) or (6) is
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checked, the Issuers or the Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers or the Registrar have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
Date: | Your Signature: | |||
Signature Guarantee: | Signature of Signature Guarantee: | |||
Date: | ||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date: | ||
NOTICE: To be executed by an executive officer |
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is . The following increases or decreases in this Global Note have been made:
Date of Exchange |
Amount of decrease
|
Amount of increase
|
Principal amount of
|
Signature of
|
||||
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, check the box:
Asset Sale ☐ | Change of Control ☐ |
If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, state the amount (100,000 or any integral multiple of 1,000):
Date: | Your Signature: | |||||
Signature Guarantee: | (Sign exactly as your name appears on the other side of this Note) | |||||
Signature Guarantee: | ||||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
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EXHIBIT C
[FORM OF]
TRANSFEREE LETTER OF REPRESENTATION
The Bank of New York Mellon (Luxembourg) S.A.
[●]
This certificate is delivered to request a transfer of [[●] principal amount of 4.875% Senior Secured Notes due 2022] [[●] aggregate principal amount of Floating Rate Senior Secured Notes due 2024] (the Notes ) of Federal-Mogul LLC, a Delaware limited liability company (the Company ), and Federal-Mogul Financing Corporation, a Delaware corporation ( Finco and, together with the Company, the Issuers ).
Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:
Name:
Address:
Taxpayer ID Number:
The undersigned represents and warrants to you that:
(1) We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the Securities Act)), purchasing for our own account or for the account of such an institutional accredited investor at least 100,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase notes similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or their investment.
(2) We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or any predecessor thereto) (the Resale Restriction Termination Date) only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of Notes of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional accredited investor prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Registrar, which shall provide, among other things, that the transferee is an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Registrar reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(b), 2(c) or 2(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuers and the Registrar.
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Dated: | ||
TRANSFEREE: . | ||
By: |
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EXHIBIT D
[FORM OF SUPPLEMENTAL INDENTURE] 3
[ ]SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of [ ], among the new guarantors named in the signature pages hereto (the Guarantors) 4 , 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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 415,000,000 aggregate principal amount of 4.875% Senior Secured Notes due 2022 and 300,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (collectively, the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
3 |
May include any relevant local law restrictions. |
4 |
It shall not be required that any existing guarantors be party to a supplemental indenture to add new guarantors. |
D-1
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE NEW GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
D-2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
[NEW GUARANTOR] | ||
By: | ||
Name: | ||
Title: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as Trustee | ||
By: | ||
Name: | ||
Title: | ||
CO-ISSUERS | ||
FEDERAL-MOGUL LLC | ||
By: | ||
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: | ||
Name: | ||
Title: |
D-3
Exhibit 4.02
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this Supplemental Indenture ) is made and entered into as of this 4 th 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 ).
RECITALS
WHEREAS, Section 9.01(ix) of the Indenture, dated as of March 30, 2017 (the Indenture ), by and among the Issuers, the guarantors from time to time party thereto, 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, governing the Issuers outstanding 4.875% Senior Secured Notes due 2022 and the Floating Rate Senior Secured Notes due 2024 (collectively, the Notes ) and Section 13 of the Notes provide that the Issuers, the guarantors party thereto, the Trustee and the Co-Collateral Trustees may amend or supplement the Indenture or the Notes without the consent of any Holder to conform the text of the Indenture or the Notes to any provision of the Offering Memorandum related to the offering of the Notes (the Offering Memorandum ) under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified by the Issuers;
WHEREAS, the Issuers have requested that the Trustee and Co-Collateral Trustees execute and deliver this Supplemental Indenture for the purpose of amending the Notes as permitted by Section 9.01(ix) of the Indenture and Section 13 of the Notes;
WHEREAS, the Issuers have delivered to the Trustee and the Co-Collateral Trustees simultaneously with the execution and delivery of this Supplemental Indenture an Officers Certificate and an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections 9.01(ix), 9.05 and 13.02 of the Indenture; and
WHEREAS, pursuant to Section 9.01(ix) of the Indenture and Section 13(ix) of the Notes, the Trustee and the Co-Collateral Trustees are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
SECTION 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
SECTION 2. Amendment to the Notes .
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a. |
The second sentence of Section 5(a) of the Fixed Rate Notes is hereby deleted in its entirety and replaced with the following: |
At any time prior to April 15, 2019, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes plus the Applicable Fixed Rate Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
b. |
The second sentence of 5(a) of the Floating Rate Notes is hereby deleted in its entirety and replaced with the following: |
At any time prior to April 15, 2018, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes plus the Applicable Floating Rate Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
SECTION 3. Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Ratification of Indenture and Notes; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Every reference in the Indenture and the Notes to the Indenture or the Notes shall hereby be deemed to mean the Indenture and the Notes as supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity, adequacy or sufficiency of this Supplemental Indenture.
SECTION 5. Certification . The Issuers do hereby certify that the amendments to the Notes provided for herein conform with the corresponding provision of the Description of Notes in the Offering Memorandum which was intended to be a verbatim recitation of such provision.
SECTION 6. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
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SECTION 7. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 8. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Issuers and the Trustee assumes no responsibility for their correctness.
SECTION 9. The Co-Collateral Trustees . Neither Citibank, N.A., in its capacity as Retiring Collateral Trustee and as Co-Collateral Trustee, in each case under and as defined in that certain Collateral Trustee Resignation and Appointment Agreement dated as of February 23, 2018 by and among the Issuers, the Trustee, Bank of America, N.A., as Co-Collateral Trustee, Successor Collateral Trustee and ABL Agent, Citibank, N.A., as Co-Collateral Trustee and Retiring Collateral Trustee and the other parties thereto (as amended, supplemented or otherwise modified from time to time, the CT Resignation Agreement ) nor Bank of America, N.A. shall be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Issuers. Without limitation of the foregoing, Citibank, N.A., in its capacity as Retiring Collateral Trustee and as Co-Collateral Trustee, shall be entitled to all the benefits of the Surviving Provisions (as defined in the CT Resignation Agreement) with respect to this Supplemental Indenture.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Supplemental Indenture to be executed by its duly authorized officers as of the date first written above.
ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Vice President of Investor Relations and Treasurer | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Treasurer |
Signature Page to First Supplemental Indenture (March Indenture)
GUARANTORS | ||||
CARTER AUTOMOTIVE COMPANY LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL PISTON RINGS, LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President |
FEDERAL-MOGUL MOTORPARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
FEDERAL-MOGUL WORLD WIDE LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
MUZZY-LYON AUTO PARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M MOTORPARTS TSC LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura Soave |
|||
Name: | Laura Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
TRUSTEE | ||||
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee | ||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: | Jane Y. Schweiger | |||
Title: | Vice President |
CO-COLLATERAL TRUSTEES | ||||
BANK OF AMERICA, N.A. | ||||
By: |
/s/ Kindra M. Mullarky |
|||
Name: | Kindra M. Mullarky | |||
Title: | Vice President | |||
CITIBANK, N.A. | ||||
By: |
/s/ David Foster |
|||
Name: | David Foster | |||
Title: | Attorney in Fact |
Exhibit 4.03
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
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 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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 415,000,000 aggregate principal amount of 4.875% Senior Secured Notes due 2022 and 300,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (collectively, the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
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3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS, THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
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11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
[ Signature page follows. ]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ADDITIONAL GUARANTORS: | ||||
FEDERAL-MOGUL IGNITION LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS COMPANY LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | President and Treasurer | |||
CO-ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | Vice President of Investor Relations and Treasurer | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | Treasurer |
[ Signature page to Second Supplemental Indenture (March 2017 Indenture) ]
TRUSTEE: | ||||
WILMINGTON TRUST, NATIONAL ASSOCIATION, |
||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: | Jane Y. Schweiger | |||
Title: | Vice President |
[ Signature page to Second Supplemental Indenture (March 2017 Indenture) ]
Exhibit 4.04
EXECUTION VERSION
THIRD SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 415,000,000 aggregate principal amount of 4.875% Senior Secured Notes due 2022 and 300,000,000 aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (collectively, the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
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3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS, THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
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11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
[ Signature page follows. ]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
FEDERAL-MOGUL NEW PRODUCTS, INC. | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President and Treasurer | ||
FEDERAL-MOGUL PRODUCTS US LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President and Treasurer | ||
CO-ISSUERS | ||
FEDERAL-MOGUL LLC | ||
By: |
/s/ Jerome J. Rouquet |
|
Name: Jerome J. Rouquet | ||
Title: Chief Financial Officer | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
/s/ Jerome J. Rouquet |
|
Name: Jerome J. Rouquet | ||
Title: Chief Financial Officer and Senior Vice President |
[ Signature page to Third Supplemental Indenture (March 2017 Indenture) ]
TRUSTEE: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, |
||
By: |
/s/ Jane Y. Schweiger |
|
Name: Jane Y. Schweiger | ||
Title: Vice President |
[ Signature page to Third Supplemental Indenture (March 2017 Indenture) ]
Exhibit 4.05
Execution Version
FOURTH SUPPLEMENTAL INDENTURE
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 ).
W I T N E S S E T H
WHEREAS, Federal-Mogul LLC ( Federal-Mogul ), Finco, the Trustee, The Bank of New York Mellon, London Branch, as paying agent, The Bank of New York Mellon (Luxembourg) S.A., as registrar, and the Guarantors thereto previously executed the delivered an indenture, dated as of March 30, 2017 (the Base Indenture ), providing for the issuance from time to time of one or more series of the Companys debt securities and establishing the form and terms of the 4.875% Senior Secured Notes due 2022 and Floating Rate Senior Secured Notes due 2024 of Federal-Mogul and Finco, as Issuers (collectively, the Notes );
WHEREAS, Federal-Mogul, Finco, the Trustee and Bank of America, N.A. and Citibank, N.A. as co-collateral trustees previously executed and delivered a first supplemental indenture, dated as of April 4, 2018 (the First Supplemental Indenture ), amending the terms of the Notes;
WHEREAS, Federal-Mogul, Finco, the Trustee and the Guarantors party thereto previously executed and delivered a second supplemental indenture, dated as of July 30, 2018 (the Second Supplemental Indenture );
WHEREAS, Federal-Mogul, Finco, the Trustee and the Guarantors party thereto previously executed and delivered a third supplemental indenture (the Third Supplemental Indenture and the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the Indenture ), dated as of September 18, 2018;
WHEREAS, Federal-Mogul entered into that certain Membership Interest Purchase Agreement, dated as of April 10, 2018, with Tenneco, Federal-Mogul, American Entertainment Properties Corp. and Icahn Enterprises L.P., pursuant to which, on the date hereof, Tenneco will acquire all of the outstanding membership interests of Federal-Mogul and immediately thereafter Federal-Mogul shall merge with and into Tenneco, with Tenneco being the surviving entity (the Acquisition and Merger );
WHEREAS, upon consummation of the Acquisition and Merger, Tenneco will become the Successor Company to Federal-Mogul as the Company under the Indenture and one of the Issuers of the Notes, and, as a result, Section 5.01 of the Indenture provides that, in connection with a merger, the Successor Company shall expressly assume all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents pursuant to a supplemental indenture;
WHEREAS, the Existing Guarantors are not parties to the Acquisition and Merger, and, as a result, upon consummation of the Acquisition and Merger, Section 5.01 of the Indenture will require each
Existing Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Existing Guarantor shall confirm that its Guarantee under the Indenture shall apply to Tennecos obligations under the Indenture and the Notes;
WHEREAS, upon consummation of the Acquisition and Merger, the Additional Guarantors will guarantee certain Indebtedness of Tenneco and, as a result, Sections 4.11 and 10.07 of the Indenture will require each Additional Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall become a Guarantor under Article 10 and shall guarantee the Guaranteed Obligations;
WHEREAS, pursuant to Section 9.01(iii) and (viii) of the Indenture, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture, without the consent of any Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Defined Terms . As used in this Fourth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular section hereof.
2. Assumption of Obligations . Tenneco hereby assumes all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents, such that from and after such time, Tenneco shall be deemed to be the Company and, together with Finco, the Issuers under the Notes and the Indenture.
3. Confirmation of Existing Guarantors . Immediately upon the consummation of the Acquisition and Merger, each of the Existing Guarantors hereby confirms that its Guarantee under the Indenture shall apply to Tennecos obligations under the Indenture and the Notes.
4. Guarantee of Additional Guarantors . Immediately upon the consummation of the Acquisition and Merger, the Additional Guarantors hereby, jointly and severally, with all Existing Guarantors, irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
5. Releases . A Guarantee as to any Additional Guarantor shall terminate and be of no further force or effect and such Additional Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
6. Notices . All notices or other communications to the Issuers or the Guarantors shall be given as provided in Section 13.01 of the Indenture as follows:
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Attention: Chief Financial Officer
Facsimile: (847) 482-5180
and a copy to:
General Counsel
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Facsimile: (713) 235-9213
7. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered and shall be bound hereby.
8. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
9. Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
11. Multiple Originals . The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
12. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
13. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by Tenneco and the Guarantors.
14. Successors. All agreements of Tenneco and the Guarantors in this Fourth Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
TENNECO INC., as Issuer and the Company | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
FEDERAL MOGUL FINANCING CORPORATION, as Issuer |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | Assistant Treasurer | |
TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
THE PULLMAN COMPANY, as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
CLEVITE INDUSTRIES INC., as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance |
[Signature page to Fourth Supplemental Indenture]
TENNECO GLOBAL HOLDINGS INC, as Additional Guarantor |
||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
TMC TEXAS INC, as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
TENNECO INTERNATIONAL HOLDING CORP., as Additional Guarantor |
||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
FEDERAL-MOGUL MOTORPARTS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | Vice President Treasury | |
FEDERAL-MOGUL POWERTRAIN LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL PISTON RINGS, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL POWERTRAIN IP, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL IGNITION LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FELT PRODUCTS MFG CO. LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL, as Existing Guarantor | ||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL SEVIERVILLE, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
MUZZY-LYON AUTO PARTS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL CHASSIS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
FEDERAL-MOGUL FILTRATION LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
FEDERAL-MOGUL WORLD WIDE LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
CARTER AUTOMOTIVE COMPANY LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
BECK ARNLEY HOLDINGS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
F-M MOTORPARTS TSC LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
F-M TSC REAL ESTATE HOLDINGS LLC, as Existing Guarantor |
||
By: |
/s/ Michael Proud |
|
Name: | Michael Proud | |
Title: | President | |
FEDERAL-MOGUL PRODUCTS US LLC as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee |
||
By: |
/s/ Jane Y. Schweiger |
|
Name: | Jane Y. Schweiger | |
Title: | Vice President |
[Signature page to Fourth Supplemental Indenture]
SCHEDULE I
Additional Guarantors
1. |
Tenneco Automotive Operating Company Inc. |
2. |
Tenneco International Holding Corp. |
3. |
The Pullman Company |
4. |
Tenneco Global Holdings Inc. |
5. |
Clevite Industries Inc. |
6. |
TMC Texas Inc. |
SCHEDULE II
Existing Guarantors
1. |
Carter Automotive Company LLC |
2. |
Federal-Mogul World Wide LLC |
3. |
Felt Products MFG. CO. LLC |
4. |
Muzzy-Lyon Auto Parts LLC |
5. |
Federal-Mogul Powertrain LLC |
6. |
Federal-Mogul Powertrain IP, LLC |
7. |
Federal-Mogul Piston Rings, LLC |
8. |
Federal-Mogul Ignition LLC |
9. |
Federal-Mogul Motorparts LLC |
10. |
Federal-Mogul Chassis LLC |
11. |
F-M Motorparts TSC LLC |
12. |
F-M TSC Real Estate Holdings LLC |
13. |
Federal-Mogul Valve Train International LLC |
14. |
Federal-Mogul Sevierville, LLC |
15. |
Beck Arnley Holdings LLC |
16. |
Federal-Mogul Filtration LLC |
17. |
Federal-Mogul Products US LLC |
Exhibit 4.06
EXECUTION VERSION
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, 2017
TABLE OF CONTENTS
P AGE | ||||||
ARTICLE 1 |
|
|||||
DEFINED TERMS |
|
|||||
Section 1.01. |
Definitions |
2 | ||||
Section 1.02. |
Other Definitional Provisions |
9 | ||||
ARTICLE 2 | ||||||
GRANTS OF SECURITY INTERESTS | ||||||
Section 2.01. |
Grants of Security Interests |
9 | ||||
Section 2.02. |
[Reserved] |
10 | ||||
Section 2.03. |
[Reserved] |
10 | ||||
ARTICLE 3 |
|
|||||
REPRESENTATIONS AND WARRANTIES |
|
|||||
Section 3.01. |
Title; No Other Liens |
10 | ||||
Section 3.02. |
Perfected Security Interests |
10 | ||||
Section 3.03. |
Perfection Certificate |
10 | ||||
Section 3.04. |
Farm Products |
10 | ||||
Section 3.05. |
Pledged Securities |
10 | ||||
Section 3.06. |
Intellectual Property |
11 | ||||
Section 3.07. |
Deposit Accounts |
11 | ||||
Section 3.08. |
Material Government Contracts |
11 | ||||
Section 3.09. |
Commercial Tort Claims |
11 | ||||
Section 3.10. |
Pledged Promissory Notes |
12 | ||||
ARTICLE 4 |
|
|||||
COVENANTS |
|
|||||
Section 4.01. |
Delivery of Instruments, Certificated Securities and Chattel Paper |
12 | ||||
Section 4.02. |
Maintenance of Insurance |
12 | ||||
Section 4.03. |
Payment of Obligations |
12 | ||||
Section 4.04. |
Maintenance of Perfected Security Interests |
12 | ||||
Section 4.05. |
Changes in Locations, Name, etc |
13 | ||||
Section 4.06. |
Notices |
13 | ||||
Section 4.07. |
Investment Property |
13 | ||||
Section 4.08. |
Intellectual Property |
14 | ||||
Section 4.09. |
Deposit Accounts |
15 | ||||
Section 4.10. |
Receivables |
15 | ||||
Section 4.11. |
Material Government Contracts |
16 | ||||
Section 4.12. |
Commercial Tort Claims |
16 |
ARTICLE 5 |
|
|||||
REMEDIAL PROVISIONS |
|
|||||
Section 5.01. |
Investment Property, Including Pledged Stock |
17 | ||||
Section 5.02. |
Proceeds To Be Turned Over to Collateral Trustee |
17 | ||||
Section 5.03. |
Application of Proceeds |
18 | ||||
Section 5.04. |
UCC and Other Remedies |
18 | ||||
Section 5.05. |
Certain Matters Relating to Receivables |
18 | ||||
Section 5.06. |
Certain Matters Relating to Material Government Contracts |
19 | ||||
ARTICLE 6 |
|
|||||
THE COLLATERAL TRUSTEE |
|
|||||
Section 6.01. |
Collateral Trustees Appointment as Attorney-in-fact, etc |
19 | ||||
Section 6.02. |
Duty of Collateral Trustee |
20 | ||||
Section 6.03. |
Execution of Financing Statements |
21 | ||||
Section 6.04. |
Authority of Collateral Trustee |
22 | ||||
ARTICLE 7 |
|
|||||
MISCELLANEOUS |
|
|||||
Section 7.01. |
Amendments in Writing |
22 | ||||
Section 7.02. |
Notices |
22 | ||||
Section 7.03. |
No Waiver by Course of Conduct; Cumulative Remedies |
22 | ||||
Section 7.04. |
Successors and Assigns |
23 | ||||
Section 7.05. |
Counterparts |
23 | ||||
Section 7.06. |
Severability |
23 | ||||
Section 7.07. |
Section Headings |
23 | ||||
Section 7.08. |
Governing Law |
23 | ||||
Section 7.09. |
Submission to Jurisdiction; Waivers |
23 | ||||
Section 7.10. |
Acknowledgements |
24 | ||||
Section 7.11. |
Additional Grantors |
24 | ||||
Section 7.12. |
Termination of Security Interests; Release of Collateral |
24 | ||||
Section 7.13. |
Excluded Subsidiaries |
26 | ||||
Section 7.14. |
Waiver of Jury Trial |
26 | ||||
Section 7.15. |
Collateral Trust Agreement & Intercreditor Agreements |
26 | ||||
Section 7.16. |
The Notes Trustee |
26 |
ii
SCHEDULES AND ANNEXES |
||
Schedule 1.01A |
Pledged Promissory Notes |
|
Schedule 1.01B |
Pledged Stock |
|
Schedule 1.01C |
Excluded Joint Ventures |
|
Schedule 3.02 |
Perfection Matters |
|
Schedule 3.06 |
Intellectual Property |
|
Schedule 3.07 |
Deposit Accounts |
|
Schedule 3.09 |
Commercial Tort Claims |
|
Schedule 4.01 |
Certain Certificated Securities |
|
Exhibit A |
Assumption Agreement |
|
Exhibit B |
Deposit Account Control Agreement |
|
Exhibit C |
Perfection Certificate |
|
Exhibit D-1 |
List of Material Government Contracts |
|
Exhibit D-2 |
Assignment of Government Contracts |
|
Exhibit D-3 |
Notice of Assignment of Government Contracts |
COLLATERAL AGREEMENT
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).
RECITALS
A. Reference is made to that certain indenture dated as of March 30, 2017, among Federal-Mogul LLC (as successor by merger to Federal-Mogul Holdings LLC (f/k/a Federal-Mogul Holdings Corporation)), a Delaware limited liability company (the Company ), Federal-Mogul Financing Corporation, a Delaware Corporation ( FinCo and, together with the Company, the Issuers and each individually an Issuer ), the other Subsidiaries of the Company party thereto, Wilmington Trust, National Association, as trustee (the Notes 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 from time to time, the Indenture ). Under the Indenture the Issuers shall issue 415.0 million aggregate principal amount of 4.875% Senior Secured Notes due 2022 (the Fixed Rate Notes ) and 300.0 million aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (the Floating Rate Notes together with the Fixed Rate Notes, the Notes ).
B. Reference is made (I) to that certain Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time (including pursuant to that certain Collateral Trust Joinder (as defined below)), the Collateral Trust Agreement ), among the Company, the other Subsidiaries of the Company party thereto, the Collateral Trustee and each of Credit Suisse AG, Cayman Islands Branch, Citibank, N.A. and the Notes Trustee as First Priority Representatives (as therein defined), (II) to that certain ABL Intercreditor Agreement dated as of April 15, 2014 (as amended, restated, supplemented or modified from time to time, the ABL Intercreditor Agreement ) by and among Citibank, N.A. (as the Initial ABL Agent, as defined therein), Credit Suisse AG (as the Initial PP&E First Lien Agent, as defined therein), the Collateral Trustee, and acknowledged and agreed to by the Company and certain subsidiaries of the Company and (III) to that certain Pari Passu Intercreditor Agreement, dated the date hereof among the Notes Trustee and Credit Suisse AG, Cayman Islands Branch (each as an Authorized Representative, as therein defined), the Collateral Trustee, and acknowledged and agreed to by the Company and the Guarantors party thereto (as amended, supplemented or otherwise modified from time to time, the Pari Passu Intercreditor Agreement ).
C. Reference is made to that certain Collateral Trust Joinder dated as of the date hereof among the Collateral Trustee and the Notes Trustee (the Collateral Trust Joinder ), pursuant to which the Notes Trustee shall have become a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined).
D. Reference is made to that certain Joinder Agreement No. 7 dated as of the date hereof among the Collateral Trustee, Citibank, N.A. (in its capacity as Initial ABL Agent under the ABL Intercreditor Agreement), Credit Suisse AG, Cayman Islands Branch (in its capacity as an Initial PP&E First Lien Agent, as therein defined), and the Notes Trustee (the ABL Intercreditor Joinder ), pursuant to which the Notes Trustee shall have become a party to the ABL Intercreditor Agreement (as a PP&E First Lien Agent, as therein defined).
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E. Reference is made to that certain Amended and Restated Collateral Agreement dated as of April 15, 2014 among the Company, the other grantors party thereto and the Collateral Trustee, (as amended, supplemented or otherwise modified from time to time, the Existing TL & ABL Collateral Agreement ), pursuant to which the grantors granted security interests in the collateral described therein to secure the Secured Obligations (as therein defined) in respect of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as provided herein.
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions .
(a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the ABL Intercreditor Agreement or the Indenture, as the context may require.
(b) Terms Defined in UCC . Each of the following terms are used herein as defined in the New York UCC: Accounts, Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Instruments, Inventory and Letter-of-Credit Rights, Record and Security.
(c) Additional Definitions . The following additional terms shall have the following meanings:
Agreement shall mean this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
Applicable Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Applicable Representative shall have the meaning set forth in the Collateral Trust Agreement.
Assignment of Claims Act shall mean the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
Collateral shall mean, with respect to each Grantor, all of the following in which such Grantor now has or may hereafter acquire any right, title or interest: all Accounts, Chattel Paper, Commercial Tort Claims, Copyright Licenses, Copyrights, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Intellectual Property, Intercompany Loans, Intercompany Notes, Inventory, Investment Property, Letter-of-Credit Rights, Patent Licenses, Patents, Pledged Stock, Trademark Licenses, Trademarks and all other personal property, whether tangible or intangible, not described above in this definition, all books and records pertaining to any of the foregoing and, to the extent not otherwise included in the foregoing, all Proceeds and products of any and all of the foregoing and all collateral, guarantees and other supporting obligations given by any Person with respect to any of the foregoing; provided that Collateral shall in any event not include any Excluded Assets of such Grantor.
2
Collateral Trust Agreement shall have the meaning set forth in the preamble hereto.
Collateral Trustee shall have the meaning set forth in the preamble hereto.
Company shall have the meaning set forth in the preamble hereto.
Controlled Deposit Account shall mean, with respect to each Grantor, a Deposit Account maintained by such Grantor (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Collateral Trustee is the Depositary Banks customer (as defined in UCC Section 4-104).
Copyright Licenses shall mean, with respect to each Grantor, any written agreement naming such Grantor as licensor or licensee (including, without limitation, those listed in Schedule 3.06 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
Copyrights shall mean, (i) all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 3.06 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.
Credit Agreement shall mean that certain Term Loan and Revolving Credit Agreement, dated as of April 15, 2014 among the Company, the lenders from time to time party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility thereunder and Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility thereunder (as amended, supplemented or otherwise modified from time to time).
Deposit Account shall have the meaning set forth in the UCC of any applicable jurisdiction and, in any event, shall include, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. Notwithstanding the foregoing, demand, time, savings, passbook or like accounts established or maintained pursuant to and solely for the purposes of the BMG Cash Pooling Arrangement shall not constitute Deposit Accounts of any Group Member.
Deposit Account Control Agreement shall mean, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement substantially in the form of Exhibit B (with any changes that the Collateral Trustee shall have approved at the direction of the Applicable Representative among such Grantor, the Collateral Trustee and the relevant Depositary Bank, (i) providing that such Depositary Bank will comply with instructions originated by the Collateral Trustee directing disposition of the funds in such Deposit Account without further consent by such Grantor and (ii) subordinating to the PP&E Indenture Security Interest granted hereunder all claims of the Depositary Bank to such Deposit Account (except its right to deduct its normal operating charges and any uncollected funds previously credited thereto), in each case as amended, supplemented or otherwise modified from time to time.
Depositary Bank shall mean a bank at which a Controlled Deposit Account is maintained.
3
Discharge of Borrowing Base Priority Obligations shall have the meaning set forth in the ABL Intercreditor Agreement.
Discharge of PP&E Credit Agreement Secured Obligations shall have the meaning set forth in the Pari Passu Intercreditor Agreement.
Discharge of PP&E Indenture Secured Obligations means, subject to Section 5.03 hereof,
(a) satisfaction and discharge of the Indenture as provided for therein;
(b) the occurrence of a Legal Defeasance or Covenant Defeasance of the Notes as set forth in the Indenture;
(c) payment in full and discharge of all Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or
(d) the termination of all rights of the holders of the Notes in whole, with the consent of the Holders of the requisite percentage of Notes, in accordance with the provisions of the Indenture.
Event of Default shall mean any Event of Default under (and as such term is defined in) any Specified Agreement.
Excluded Assets shall mean, collectively, with respect to each Grantor, (a) any contract, General Intangible, Copyright License, Patent License or Trademark License ( Intangible Assets ), in each case to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such Intangible Asset (i) is prohibited by any contract, agreement, instrument or indenture governing such Intangible Asset, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained (except, in the case of clauses (i), (ii) and (iii), to the extent such prohibition, right of termination, or requirement of consent, as applicable, is rendered ineffective by the applicable provisions of the New York UCC or other applicable law); provided that any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets, (b) any intent-to-use Trademark application prior to the filing of a Statement of Use or an Amendment to Allege Use with respect thereto, solely to the extent, if any, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (c) all Securitization Assets, (d) Receivables that have been disposed of by a Grantor pursuant to a Factoring Arrangement, (e) Excluded Deposit Accounts, (f) Excluded Joint Ventures, (g) any assets specifically described in Section 7.13 as not being subject to pledge under the Loan Documents and (h) the Capital Stock of any Excluded Subsidiary other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Grantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Grantor.
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Excluded Deposit Account shall mean, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and (b) any Deposit Account the funds in which consist solely of (i) funds held by Company or any Subsidiary in trust for any director, officer or employee of Company or any Subsidiary or any employee benefit plan maintained by Company or any Subsidiary or (ii) funds representing deferred compensation for the directors, officers and employees of Company and the Subsidiaries. As of the Issue Date, all Excluded Deposit Accounts are listed on Schedule 3.07 .
Excluded Joint Venture shall mean (a) each joint venture listed on Schedule 1.01C and (b) each joint venture of a Grantor to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such joint venture (i) is prohibited by any contract, agreement, instrument or indenture governing such joint venture, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained; provided , that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC.
Existing Security Interests shall have the meaning set forth in Section 2.01 hereto.
Existing TL & ABL Collateral Agreement shall have the meaning set forth in the recitals hereto.
Factoring Arrangements shall mean any arrangements between a Group Member and a third party (other than an Affiliate) under which the Receivables of such Group Member are factored on a non-recourse basis.
Federal Government shall mean the federal government of the United States or any agency or instrumentality thereof.
Final Release Date shall mean the date on which the Discharge of PP&E Indenture Secured Obligations shall have occurred.
General Intangibles shall mean, with respect to each Grantor, all general intangibles as such term is defined in Article 9 of the New York UCC and, in any event, including, without limitation, with respect to such Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.
Grantor shall have the meaning set forth in the preamble hereto.
Group Members shall mean Company and the Restricted Subsidiaries.
Issue Date shall mean March 30, 2017.
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Indenture shall have the meaning set forth in the recitals hereto.
Intellectual Property shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, service marks, trademark and service mark licenses, trade names, technology, know-how, trade secrets and processes, all registrations and applications for registration of any of the foregoing, all goodwill associated with any of the foregoing, and all rights to sue at law or in equity for any infringement or other impairment or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.
Intercompany Loans shall mean the collective reference to all loans and advances, whether or not evidenced by any promissory note or other instrument, made by any Grantor to any Foreign Subsidiary, other than such loans and advances in respect of which the pledge thereof would, in the good faith judgment of Company, result in adverse tax consequences to any Group Member.
Intercompany Notes shall mean any promissory note or other instrument evidencing an Intercompany Loan that may be issued to, or held by, any Grantor while this Agreement is in effect (including, without limitation, those promissory notes evidencing Intercompany Loans included on Schedule 1.01A ).
Intercreditor Agreements shall mean the ABL Intercreditor Agreement and each applicable PP&E Intercreditor Agreement (including the Pari Passu Intercreditor Agreement) and each of the foregoing, an Intercreditor Agreement.
Investment Property shall mean the collective reference to (i) all investment property as such term is defined in Article 9 of the New York UCC (other than any voting stock of any Excluded Subsidiary or Capital Stock of any Excluded Joint Venture excluded from the definition of Pledged Stock) and (ii) whether or not constituting investment property as so defined, all Pledged Securities.
Investment Property Issuer shall mean with respect to any Investment Property, each issuer of such Investment Property.
Material Government Contract shall mean, with respect to each Grantor, a contract between such Grantor and either (i) the Federal Government or (ii) a state or local government of the United States or any agency or instrumentality thereof, that provides for payments to such Grantor in an aggregate amount exceeding $2,000,000.
Mortgage means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee on the Mortgaged Property, in form and substance similar to the Mortgages delivered under the Credit Agreement, (with such changes as are advisable or are customary under the law of the jurisdiction in which the mortgage or deed of trust is to be recorded).
Mortgaged Property means each parcel of real estate required to be encumbered by a Mortgage pursuant to Schedule 5(a) of the Perfection Certificate.
New York UCC shall mean the UCC as from time to time in effect in the State of New York.
Notes Trustee shall have the meaning set forth in the recitals hereto.
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Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Pari Passu Intercreditor Agreement shall have the meaning set forth in the recitals hereto.
Patent License shall mean, with respect to each Grantor, all agreements, whether written or oral, providing for the grant by or to such Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Patents shall mean, (i) all letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 3.06 , (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (iii) all rights to obtain any reissues or extensions of the foregoing.
Perfection Certificate shall mean, with respect to each Grantor that is a Domestic Subsidiary, a certificate substantially in the form of Exhibit C , completed and supplemented with the schedules contemplated thereby, and signed by an officer of such Grantor.
Permitted Liens shall mean (i) the Existing Security Interests, (ii) the PP&E Indenture Security Interests and (iii) any other Liens on the Collateral not prohibited by any Specified Agreement.
Permitted Securitization Transaction shall mean one or more securitization transactions permitted under each of the Specified Agreements pursuant to which any Group Member securitizes Receivables and Related Security, including without limitation, as a result of the sale or granting of a Lien on such Receivables and Related Security to any SPV and the contribution of Receivables and Related Security to such SPV.
Pledged Securities shall mean the collective reference to the Pledged Stock and the Intercompany Notes.
Pledged Stock shall mean the shares of Capital Stock listed on Schedules 1.01B and 1 .01C , together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, however, that (i) in no event shall more than 65% of the total outstanding voting and 100% of the total outstanding non-voting Capital Stock of any Excluded Subsidiary constitute Pledged Stock hereunder and under the other Note Documents and (ii) no Capital Stock of any Excluded Joint Venture shall constitute Pledged Stock hereunder and under the other Note Documents.
PP&E Credit Agreement Secured Parties shall have the meaning set forth in the Existing TL & ABL Collateral Agreement.
PP&E Credit Agreement Secured Obligations shall have the meaning set forth in the Existing TL & ABL Collateral Agreement.
PP&E Indenture Secured Obligations shall mean all Obligations under the Indenture and under the Notes, including, in each case, all amounts accruing on or after the commencement of any
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Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Indenture or Notes but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
PP&E Indenture Secured Parties shall mean the holders of the PP&E Indenture Secured Obligations, including, without limitation, the Collateral Trustee, the Notes Trustee and the holders of the Notes from time to time.
PP&E Indenture Security Interests shall have the meaning set forth in Section 2.01 hereto.
Proceeds shall mean all proceeds as such term is defined in Article 9 of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.
Related Security shall mean, with respect to any Receivables, (a) all Liens and property subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of any Group Member or any SPV in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Securitization Transactions in respect of such goods have been paid, (d) all collections with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing.
Revolving Administrative Agent shall mean the Revolving Administrative Agent defined or designated as such pursuant to the Credit Agreement.
Securitization Assets shall mean (i) all Securitized Receivables; (ii) all Related Security with respect to all Securitized Receivables; (iii) all cash collections and other cash proceeds of Securitized Receivables, including, without limitation, cash proceeds of all Related Security with respect to all Securitized Receivables; (iv) each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds described in the preceding clause (iii) are collected or deposited and all balances, checks, money orders and other instruments from time to time therein; and (v) all documentation evidencing any Permitted Securitization Transaction.
Securitized Receivables shall mean all Receivables that have been sold, transferred or assigned pursuant to a Permitted Securitization Transaction.
Security Documents shall mean, collectively (i) the Security Documents as defined in the Indenture and (ii) each Deposit Account Control Agreement.
Specified Agreements shall mean, collectively, the ABL Loan Facility, the Credit Agreement, the Indenture and the Intercreditor Agreements.
SPV shall mean a wholly-owned Subsidiary of Company which is created for the sole purpose of purchasing Receivables from any Group Member as part of a Permitted Securitization Transaction, which engages in no activities other than in connection with the financing of Receivables and which is designated as an SPV by the board of directors of Company.
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Subsidiary Grantors shall mean, collectively, each Grantor other than Company.
Term Administrative Agent shall mean the Term Administrative Agent defined or designated as such pursuant to the Credit Agreement.
Trademark License shall mean, with respect to any Grantor, any agreement, whether written or oral, providing for the grant by or to such Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Trademarks shall mean, (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (ii) the right to obtain all renewals thereof.
Section 1.02. Other Definitional Provisions . (a) The words . hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.
(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantors Collateral or the relevant part thereof.
ARTICLE 2
GRANTS OF SECURITY INTERESTS
Section 2.01. Grants of Security Interests . Each Grantor, pursuant to the Existing TL & ABL Collateral Agreement has granted to the Collateral Trustee, for the benefit of the ABL Secured Parties, as security for such Grantors Borrowing Base Priority Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired and granted to the Collateral Trustee, for the benefit of the PP&E Credit Agreement Secured Parties, as security for such Grantors PP&E Credit Agreement Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired (the Existing Security Interests ). Pursuant to this Agreement, each Grantor hereby grants to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties, as security for such Grantors PP&E Indenture Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether now existing or hereafter acquired (the security interests granted hereby to secure the PP&E Indenture Secured Obligations, the PP&E Indenture Security Interests ).
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Section 2.02. [Reserved].
Section 2.03. [Reserved].
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Trustee and the PP&E Indenture Secured Parties that:
Section 3.01. Title; No Other Liens . Such Grantor owns or has rights in each item of its Collateral free and clear of any and all Liens or claims of others other than Permitted Liens. To the knowledge of each Grantor, no financing statement, security agreement, mortgage or other public notice, in any such case authorized by any such Grantor, with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed with respect to Permitted Liens.
Section 3.02. Perfected Security Interests .
(a) Each PP&E Indenture Security Interest, upon execution and delivery of the Collateral Trust Joinder and completion of the filings and other actions specified on Schedule 3.02 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid, perfected (to the extent it can be perfected by the completion of such filings and other applicable actions under applicable law), separate and distinct security interests in all of the Collateral in favor of the Collateral Trustee, for the benefit of the PP&E Indenture Secured Parties that are secured parties with respect to the PP&E Indenture Security Interests, as collateral security for the PP&E Indenture Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor.
(b) The PP&E Indenture Security Interests are prior to all other Liens on the Collateral except for other Permitted Liens described in clauses (i) and (ii) of the definition thereof which have priority over, or parity with, the PP&E Indenture Security Interests by operation of law; provided that no representations are made with respect to the requirements of any laws of any jurisdiction other than the United States or any State thereof with respect to the perfection or priority of the PP&E Indenture Security Interests.
Section 3.03. Perfection Certificate . Such Grantor (if a Domestic Subsidiary) has delivered a Perfection Certificate to the Collateral Trustee. The information set forth therein is correct and complete as of the date hereof.
Section 3.04. Farm Products . None of the Collateral of such Grantor constitutes, or is the Proceeds of, Farm Products.
Section 3.05. Pledged Securities . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Investment Property Issuer owned by such Grantor; provided that with respect to each Investment Property Issuer which is an Excluded Subsidiary, not more than 65% of the voting and 100% of the non-voting stock of any such Investment Property Issuer is pledged hereunder.
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(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and non-assessable.
(c) Each of the Intercompany Notes, when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens.
Section 3.06. Intellectual Property . (a) Schedule 3.06 lists all Intellectual Property consisting of United States Patents, Trademarks and Copyrights, applications for United States Patents, and applications for registration of United States Trademarks and Copyrights, and each Patent License, Trademark License and Copyright License in respect of which the annual license payment is greater than $2,000,000, in each case owned by such Grantor in its own name (or in the name of a predecessor entity or in a prior name) on the date hereof.
(b) Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property by such Grantor or the validity or effectiveness of any Intellectual Property owned by such Grantor, nor does Company know of any valid basis for any such claim. To the knowledge of Company, the use of Intellectual Property by each Grantor does not infringe on the rights of any Person in any material respect.
(c) Except as set forth in Schedule 3.06 , on the date hereof, none of the Intellectual Property is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
Section 3.07. Deposit Accounts . On the date hereof, all Deposit Accounts (including Excluded Deposit Accounts) of such Grantor are listed in Schedule 3.07 .
Section 3.08. Material Government Contracts . (a) Exhibit D -1 lists all Material Government Contracts to which such Grantor is a party as of the date hereof. Such Grantor has executed and delivered to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D -2 and D -3 , with respect to each of its Material Government Contracts with the Federal Government.
(b) When any notice of assignment referred to in Section 3.08(a) or Section 4.11(a) is filed with the governmental authority or agency or other office described therein, the PP&E Indenture Security Interests will constitute a valid assignment of the Material Government Contract identified therein, to the extent that such validity is governed by the Assignment of Claims Act.
Section 3.09. Commercial Tort Claims . On the date hereof, all Commercial Tort Claims held by such Grantor are listed in Schedule 3.09 .
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Section 3.10. Pledged Promissory Notes . On the date hereof, all promissory notes evidencing amounts owed to any Grantor are set forth on Schedule 1.01A .
ARTICLE 4
COVENANTS
Each Grantor covenants and agrees with the Collateral Trustee and the PP&E Indenture Secured Parties that, from and after the Issue Date until the Final Release Date:
Section 4.01. Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Trustee, duly indorsed to the Collateral Trustee, to be held as Collateral pursuant to this Agreement; provided however, that, prior to the Discharge of Borrowing Base Priority Obligations and the Discharge of PP&E Credit Agreement Secured Obligations, delivery to the ABL Agent, the Collateral Trustee or the Applicable Authorized Representative (as defined in the Pari Passu Intercreditor Agreement) as applicable pursuant to the terms of each applicable Intercreditor Agreement, shall be deemed to constitute delivery hereunder.
Section 4.02. Maintenance of Insurance . (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies of the type described in, and to the extent required by the Indenture.
(b) Company shall deliver to the Collateral Trustee and the Notes Trustee a report of a reputable insurance broker with respect to the insurance being maintained by the Company and the Guarantors substantially concurrently with each delivery of Companys audited annual financial statements under the Indenture and such supplemental reports with respect thereto as the Collateral Trustee may from time to time reasonably request.
Section 4.03. Payment of Obligations . Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.
Section 4.04. Maintenance of Perfected Security Interests . Such Grantor shall maintain each of the PP&E Indenture Security Interests as perfected security interests having at least the priority described in Section 3.02 and shall defend the PP&E Indenture Security Interests against the claims and demands of all Persons whomsoever (other than with respect to claims and demands by the beneficiaries of any PP&E Indenture Security Interests granted or permitted hereunder). Without limiting the generality of the foregoing, such Grantor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state or federal law in such manner and in such jurisdictions as are
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necessary to perfect, and maintain perfected the PP&E Indenture Security Interests in the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Trustee promptly after each such filing. The Collateral Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC or any other applicable law in connection with the Collateral.
Section 4.05. Changes in Locations, Name, etc . Such Grantor will not, except upon 15 days prior written notice to the Collateral Trustee and delivery to the Collateral Trustee of all additional executed financing statements and other documents reasonably requested by the Collateral Trustee to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 3.03 , or (ii) change its name, identity or corporate or other organizational structure.
Section 4.06. Notices . Promptly after having knowledge thereof, such Grantor will advise the Collateral Trustee and the Notes Trustee, in reasonable detail, of:
(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect, in a material respect, the ability of the Collateral Trustee to exercise any of its remedies hereunder; and
(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.
Section 4.07. Investment Property . (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Investment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee, hold the same in trust for the Collateral Trustee and deliver the same forthwith to the Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required by the Collateral Trustee) and with, if the Collateral Trustee so requests, signature guaranteed, to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Indenture or any other Note Documents and subject to the Intercreditor Agreements, any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Collateral Trustee to be held by it hereunder as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Trustee, be delivered to the Collateral Trustee to be held by it hereunder as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Investment
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Property pledged by a Grantor shall be received by such Grantor while an event of default has occurred and is continuing under the provisions of the Note Documents, such Grantor shall, until such money or property is paid or delivered to the Collateral Trustee, hold such money or property in trust for the Collateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor, in each case subject to the Intercreditor Agreement.
(b) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Section 5.01(b) shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 5.01(b) with respect to the Investment Property issued by it.
Section 4.08. Intellectual Property . (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Trademark ) in order to maintain such Material Trademark in full force free from any claim of abandonment for non-use, (ii) use such Material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and (iii) not (and not permit any licensee or sub-licensee thereof to) knowingly do any act or knowingly omit to do any act whereby such Material Trademark may become invalidated or impaired in any material respect.
(b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any Patent owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Patent ) may become forfeited, abandoned or dedicated to the public.
(c) Such Grantor (either itself or through licensees) will not knowingly do any act or knowingly omit to do any act whereby any Copyright owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Copyright ) may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly do any act whereby any Material Copyright may fall into the public domain.
(d) Such Grantor (either itself or through licensees) will not knowingly do any act or omit to do any act if the performance or nonperformance of such act could reasonably be expected to result in a material infringement to the Intellectual Property of any Person.
(e) Such Grantor will notify the Collateral Trustee and the Notes Trustee immediately if it knows that any application or registration relating to any Intellectual Property owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole ( Material Intellectual Property ), may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) challenging such Grantors ownership of, or the validity of, any such Material Intellectual Property or such Grantors right to register the same or to own and maintain the same.
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(f) If during any fiscal quarter such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for a Patent with the United States Patent and Trademark Office, or an application for the registration of any Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, respectively, (ii) otherwise acquire any Patent or Trademark issued by, registered with, or applied for in the United States Patent and Trademark Office, or any Copyright registered with or applied for in the United States Copyright Office, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application owned by such Grantor, such Grantor shall report such acquisition or filing to the Collateral Trustee, the ABL Agent, each PP&E First Lien Agent (including the Notes Trustee), and each PP&E Second Lien Agent within 45 days after the last day of such fiscal quarter. Upon request of the Collateral Trustee (acting at the direction of the Notes Trustee), such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.
(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.
(h) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Material Intellectual Property (which may include the grant of a license to such third party).
Section 4.09. Deposit Accounts . Each Grantor will ensure that (i) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor in existence on the Issue Date (or on the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall at all times be a Controlled Deposit Account and (ii) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor established after the Issue Date (or after the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall be a Controlled Deposit Account within 20 days after such Deposit Account is established (or such longer period of time as the Collateral Trustee shall agree in its reasonable discretion); provided however that the foregoing shall be subject to any post-close periods following the Issue Date permitted in the Indenture for execution of control agreements with respect to the Deposit Accounts.
Section 4.10. Receivables .
(a) While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee, acting at the direction of the Applicable Representative, may require in connection with such test verifications.
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(b) [Reserved].
(c) Subject to the provisions of Section 5.05 , each Grantor is authorized to continue to collect such Grantors Receivables in accordance with its customary practices, at its own expense, and to adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices.
(d) At the Collateral Trustees request, each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.
(e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any PP&E Indenture Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any PP&E Indenture Secured Party of any payment relating thereto.
Section 4.11. Material Government Contracts .
(a) Each Grantor will, from time to time, amend and supplement Exhibit D-1 to include each Material Government Contract entered into by it after the Issue Date, by delivering to the Collateral Trustee a supplemental schedule of Material Government Contracts. Concurrently therewith, such Grantor will execute and deliver to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D -2 and D -3 , with respect to each Material Government Contract with the Federal Government listed on such supplemental schedule.
(b) Each Grantor will, from time to time, execute and file (and deliver copies thereof to the Collateral Trustee) all assignments, notices of assignment and other documents required to be filed with any state or local government or agency to insure that such Grantors Material Government Contracts with such government or agency are validly assigned to the Collateral Trustee to the extent that such validity is governed by applicable provisions of state or local law.
Section 4.12. Commercial Tort Claims . Each Grantor agrees that within 10 days of the identification of the existence of any Commercial Tort Claim, such Grantor shall notify the Collateral Trustee of such Commercial Tort Claim, and shall execute such additional documents as shall be required to ensure that such Commercial Tort Claim is subject to each of the PP&E Indenture Security Interests hereunder.
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ARTICLE 5
REMEDIAL PROVISIONS
Section 5.01. Investment Property, Including Pledged Stock . (a) Unless an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall have given notice to the relevant Grantor of the Collateral Trustees intent to exercise its corresponding rights pursuant to Section 5.01(b) , each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property, paid in the ordinary course of business of the relevant Investment Property Issuer, to the extent permitted under the Specified Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which, as the Collateral Trustee shall be advised by the Notes Trustee, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Specified Agreement.
(b) If an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, subject to the Intercreditor Agreements, (i) the Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property pledged by a Grantor and make application thereof as specified in Section 3.04 of the Collateral Trust Agreement, and (ii) any or all of the Investment Property pledged by a Grantor shall be registered in the name of the Collateral Trustee or its nominee, and the Collateral Trustee or its nominee may during such period exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor hereunder to, subject to the Intercreditor Agreements, (i) comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Applicable Notice of Event of Default is in effect and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, and (ii) if an Applicable Notice of Event of Default is in effect, pay any dividends or other payments with respect to such Investment Property directly to the Collateral Trustee.
Section 5.02. Proceeds To Be Turned Over to Collateral Trustee . If an Applicable Notice of Event of Default shall be in effect, all Proceeds paid in respect of any Collateral received by any Grantor consisting of cash, checks and other similar items shall be held by such Grantor in trust for the Collateral
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Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) subject to the Intercreditor Agreements.
Section 5.03. Application of Proceeds . All Proceeds of the Collateral received by the Collateral Trustee hereunder shall be held and applied in accordance with Section 3.04 of the Collateral Trust Agreement.
Section 5.04. UCC and Other Remedies . If an Applicable Notice of Event of Default is in effect, the Collateral Trustee, on behalf of the PP&E Indenture Secured Parties, may exercise (subject to the Intercreditor Agreements, and in accordance with the Collateral Trust Agreement), in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the PP&E Indenture Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, brokers board or office of the Collateral Trustee or any PP&E Indenture Secured Party or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Trustee or any PP&E Indenture Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Trustees request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantors premises or elsewhere. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.04 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Trustee and the PP&E Indenture Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the PP&E Indenture Secured Obligations, in the order specified in the Collateral Trust Agreement, and only after such application and after the payment by the Collateral Trustee of any other amount required by any provision of law, including, without limitation, Article 9 of the New York UCC, shall the Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any PP&E Indenture Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
Section 5.05. Certain Matters Relating to Receivables . While an Applicable Notice of Event of Default shall be in effect, each Grantor will, if requested to do so by the Collateral Trustee, promptly notify (and such Grantor authorizes the Collateral Trustee so to notify) each account debtor in respect of
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any of its Receivables that such Receivables have been assigned to the Collateral Trustee hereunder, and that any payments due or to become due in respect of such Receivables are to be made directly to the Collateral Trustee or its designee, as instructed by the Collateral Trustee.
Section 5.06. Certain Matters Relating to Material Government Contracts . While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee may, at the Grantors expense: (i) cause to be filed, delivered and recorded with the Federal Government in accordance with the Assignment of Claims Act any or all assignments and/or notices of assignment executed and delivered to the Collateral Trustee pursuant to Section 3.08(a) and Section 4.11(a) ; and (ii) cause to be filed, delivered and/or recorded with the relevant state or local government or agency any or all assignments, notices of assignment and/or other documents executed and delivered to the Collateral Trustee pursuant to Section 4.11(b) .
ARTICLE 6
THE COLLATERAL TRUSTEE
Section 6.01. Collateral Trustee s Appointment as Attorney-in-fact, etc . (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact while an Applicable Notice of Event of Default is in effect, with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following while an Applicable Notice of Event of Default is in effect:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Collateral Trustee for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees and the PP&E Indenture Secured Parties security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.04 , any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
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(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Trustee (acting in consultation with the Applicable Representative) shall in its reasonable discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustees option and such Grantors expense, at any time, or from time to time, all acts and things which the Collateral Trustee reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Trustees and the PP&E Indenture Secured Parties security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Collateral Trustee incurred in connection with actions undertaken as provided in this Section 6.01 , together with interest thereon at a rate per annum equal to 5%, from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Grantor, shall be promptly paid by such Grantor to the Collateral Trustee on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Section 6.02. Duty of Collateral Trustee . (a) The Collateral Trustees sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Article 9 of the New York UCC or otherwise, shall be as provided in the Collateral Trust Agreement. Neither the Collateral Trustee, any PP&E Indenture Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Trustee and the PP&E
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Indenture Secured Parties hereunder are solely to protect the Collateral Trustees and the PP&E Indenture Secured Parties interests in the Collateral and shall not impose any duty upon the Collateral Trustee or any PP&E Indenture Secured Party to exercise any such powers. The Collateral Trustee and the PP&E Indenture Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
(b) Any other provision of this Agreement notwithstanding, neither the Collateral Trustee nor the Notes Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
(c) Neither the Collateral Trustee nor the Notes Trustee shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the PP&E Indenture Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral.
(d) The Collateral Trustee shall be under no obligation to exercise any of its rights or powers vested in it by this Agreement (subject to the Intercreditor Agreements), at the request, order or direction of the Notes Trustee or PP&E Indenture Secured Party, pursuant to the provisions of this Agreement, unless the Notes Trustee or PP&E Indenture Secured Party shall have offered to the Collateral Trustee security or indemnity reasonably satisfactory to the Collateral Trustee against the costs, expenses and liabilities (including, without limitation, reasonable attorneys fees) which might be incurred therein or thereby.
(e) The Collateral Trustee shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States ( Foreign Collateral ) but shall, at the specific request of the Notes Trustee, appoint a person or persons to act on behalf of the PP&E Indenture Secured Parties with respect to such Foreign Collateral. Such person or persons (provided the same are reasonably acceptable to the Collateral Trustee) and the Collateral Trustee shall enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement purporting to relate to the PP&E Indenture Security Interest in such item of Foreign Collateral pursuant to which such person or persons shall exercise the rights and remedies of the Collateral Trustee and the PP&E Indenture Secured Parties in the Foreign Collateral for their respective benefit.
Section 6.03. Execution of Financing Statements . Pursuant to Article 9 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Trustee to file or record, or cause to be filed or recorded, financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as shall be appropriate to perfect the security interests of the Collateral Trustee under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
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Section 6.04. Authority of Collateral Trustee . Each Grantor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Trustee and the PP&E Indenture Secured Parties, be governed by the Collateral Trust Agreement, the Intercreditor Agreements, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Trustee and the Grantors, the Collateral Trustee shall be conclusively presumed to be acting as agent for the PP&E Indenture Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. The Grantors and the PP&E Indenture Secured Parties acknowledge that the rights, privileges, protections, immunities and benefits given to the Collateral Trustee under the Collateral Trust Agreement, including, without limitation, its right to be indemnified, are hereby incorporated herein by reference thereto as if set forth herein in full.
ARTICLE 7
MISCELLANEOUS
Section 7.01. Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing executed by the Grantors and by the Collateral Trustee (pursuant to instructions given in accordance with the Collateral Trust Agreement).
Section 7.02. Notices . All notices, requests and demands to or upon the Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 6.01 of the Collateral Trust Agreement; provided that any such notice, request or demand to or upon any Subsidiary Grantor shall be addressed to such Subsidiary Grantor c/o Company and that any such notice, request or demand to or upon the Collateral Trustee shall be addressed to the Collateral Trustee at its notice address set forth in the Collateral Trust Agreement.
Section 7.03. No Waiver by Course of Conduct; Cumulative Remedies . Neither the Collateral Trustee nor any PP&E Indenture Secured Party shall by any act (except by a written instrument pursuant to Section 7.01 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee or any PP&E Indenture Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Trustee or any PP&E Indenture Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Trustee or such PP&E Indenture Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
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Section 7.04. Successors and Assigns . This Agreement shall be binding upon the successors and permitted assigns of each Grantor and shall inure to the benefit of the Collateral Trustee and the PP&E Indenture Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee.
Section 7.05. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Section 7.06. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 7.07. Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
Section 7.08. Governing Law . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 7.09. Submission to Jurisdiction; Waivers . Each Grantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents to which it is now, or may hereafter become, a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.02 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
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(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.09 any special, exemplary, punitive or consequential damages.
Section 7.10. Acknowledgements . Each Grantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Indenture and the other Security Documents to which it is a party;
(b) neither the Collateral Trustee nor any PP&E Indenture Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Specified Agreements or the other Security Documents, and the relationship between the Grantors, on the one hand, and the Collateral Trustee and PP&E Indenture Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by any of the Specified Agreements or other Security Documents, or otherwise exists by virtue of the transactions contemplated hereby among the PP&E Indenture Secured Parties or among the Grantors and the PP&E Indenture Secured Parties.
Section 7.11. Additional Grantors . Each Subsidiary of Company that is required to become a party to this Agreement pursuant to any Specified Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Exhibit A hereto.
Section 7.12. Termination of Security Interests; Release of Collateral .
(a) The PP&E Indenture Security Interests shall terminate on the Final Release Date.
(b) [Reserved].
(c) [Reserved].
(d) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by each of the Specified Agreements (but other than to any other Grantor), then the PP&E Indenture Security Interests on such Collateral (but not on any Proceeds thereof) shall be automatically released upon the consummation of such sale, transfer or other disposition. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the PP&E Indenture Security Interests on such Collateral effected pursuant to this Section 7.12(d) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Notes Trustee, at least ten Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(d) , a written request for release identifying the relevant Grantor, together with a certification by Company stating that such transaction is in compliance with the Specified Agreements.
(e) If (x)(i) all the Capital Stock of a Subsidiary Grantor shall be sold, transferred or otherwise disposed of (but other than to any other Grantor), (ii) a Subsidiary Grantor shall enter into any merger, consolidation or amalgamation with a Person that is not a Grantor (and is not required to be a Grantor)
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and such Subsidiary Grantor is not the survivor of such merger, consolidation or amalgamation, or (iii) a Subsidiary Grantor shall liquidate, wind up or dissolve itself (or be liquidated or dissolved), in the case of each of clauses (i), (ii) and (iii) pursuant to a transaction permitted by each of the Specified Agreements or (y) a Subsidiary Grantor is designated an Unrestricted Subsidiary in accordance with Section 4.04 of the Indenture and the definition of Unrestricted Subsidiary in the Indenture, in each case such Subsidiary Grantor shall be automatically released from its obligations hereunder; provided that as a condition precedent to the execution of any releases or other documents evidencing such release (which the Collateral Trustee shall execute at the request and sole expense of Company), Company shall have delivered to the Collateral Trustee and the Notes Trustee, at least ten Business Days prior to the date of the execution of the relevant proposed release, a written request therefor identifying the relevant Subsidiary Grantor, together with a certification by Company stating that such transaction is in compliance with the Specified Agreements.
(f) Upon the termination of any PP&E Indenture Security Interests in accordance with any of clauses (a) through (e) above, the Collateral shall be released from such PP&E Indenture Security Interests, all without delivery of any instrument or performance of any act by any party. Upon the occurrence of the Final Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the relevant Grantors. At the request and sole expense of any Grantor following the Final Release Date, the Collateral Trustee shall deliver to such Grantor any Collateral held by the Collateral Trustee hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Trustee shall release the Collateral as provided in Section 6.10 of the Collateral Trust Agreement.
(g) Upon the termination of any PP&E Indenture Security Interests in accordance with any of clauses (a) through (c) above, at the request and sole expense of any Grantor, the Collateral Trustee shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
(h) The Collateral Trustee will, at any time, upon the written instruction of the Notes Trustee, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for any release contemplated above in this Section 7.12 of the PP&E Indenture Security Interests securing the PP&E Indenture Secured Obligations with respect to which the Notes Trustee is the Notes Trustee in the Collateral specified by the Notes Trustee in such instruction.
(i) By acceptance of the benefits hereof, each PP&E Indenture Secured Party acknowledges and consents to the provisions of this Section 7.12 , agrees that the Collateral Trustee shall incur no liability whatsoever to any PP&E Indenture Secured Party for any release effected by the Collateral Trustee in accordance with this Section 7.12 and agrees that the Notes Trustee shall not incur any liability whatsoever to any PP&E Indenture Secured Party for any release directed or consented to by it in accordance with the applicable Specified Agreement.
(j) If any Subsidiary becomes an Excluded Subsidiary, (i) such Excluded Subsidiary shall be automatically released from its obligations hereunder as a Grantor, (ii) any Security Interest on the Capital Stock of such Excluded Subsidiary shall be automatically released except to the extent that this agreement otherwise permits a Security Interest on the Capital Stock of an Excluded Subsidiary and (iii) any Security Interest on the assets of such Excluded Subsidiary shall be automatically released.
25
Section 7.13. Excluded Subsidiaries . (a) Notwithstanding anything in this Agreement or any other Note Document to the contrary, no pledges or other security documentation governed by the law of any jurisdiction other than the United States of America (or any political subdivision thereof) shall be required with respect to any Capital Stock of any Foreign Subsidiary that is evidenced by a certificate delivered to the Collateral Trustee.
(b) If any Grantor delivers Certificated Securities to the Collateral Trustee representing in excess of 65% of the voting and 100% of the non-voting Capital Stock of any Excluded Subsidiary ( Excess Securities ) in order to facilitate compliance with Section 4.01 , the Collateral Trustee agrees that (i) such Excess Securities shall not constitute Pledged Stock or Collateral, (ii) the Collateral Trustee shall have no right, title or interest in or to such Excess Securities (including, without limitation, voting rights) and (iii) the Collateral Trustee shall hold such Excess Securities solely as a nominee for the benefit of such Grantor.
Section 7.14. Waiver of Jury Trial . EACH OF THE GRANTORS, AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE COLLATERAL TRUSTEE AND THE PP&E INDENTURE SECURED PARTIES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Section 7.15. Collateral Trust Agreement & Intercreditor Agreements . Notwithstanding anything herein to the contrary, the liens and security interests granted pursuant to this Agreement and the exercise of any right or remedy with respect thereto are subject to the provisions of each Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the provisions of such Intercreditor Agreement shall control, and between the Collateral Trust Agreement and this Agreement, the provisions of the Collateral Trust Agreement shall control.
Section 7.16. The Notes Trustee . The Grantors and the PP&E Indenture Secured Parties acknowledge that when acting hereunder, including without limitation, when exercising any discretion or right to direct the Collateral Trustee, the Notes Trustee shall be entitled to all of the rights, privileges, protections, immunities and benefits given to the Notes Trustee under the Indenture, including, without limitation, its right to be indemnified.
[SIGNATURE PAGES FOLLOW]
26
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | Assistant Treasurer | |||
CARTER AUTOMOTIVE COMPANY, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PISTON RINGS, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Collateral Agreement]
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL MOTORPARTS CORPORATION | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
FEDERAL-MOGUL WORLD WIDE, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Collateral Agreement]
MUZZY-LYON AUTO PARTS, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M MOTORPARTS TSC, INC. | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura J. Soave |
|||
Name: | Laura J. Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Collateral Agreement]
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[Signature Page to Collateral Agreement]
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
[Signature Page to Collateral Agreement]
CITIBANK, N.A., as Collateral Trustee | ||||
By: |
/s/ David Smith |
|||
Name: | David Smith | |||
Title: | Vice President and Director |
[Signature Page to Collateral Agreement]
Schedule 1.01A
PLEDGED PROMISSORY NOTES
Intercompany Notes
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
1. |
Promissory Note | 1/1/01 | Federal Mogul Argentina S.A. (f/k/a In-De-Co H. Minoli SAIC) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $791,662 | |||||
2. |
Promissory Note | 7/8/98 (Restated 7/3/14) | Federal-Mogul Holding Deutschland GmbH | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | DEM 611,020,588 (Restated EUR 312,409,865.88) | |||||
3. |
Loan Agreement | 2/13/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $870,000 | |||||
4. |
Loan Agreement / Promissory Note | 4/16/08 / 6/10/14 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $10,000,000 | |||||
5. |
Loan Agreement | 7/16/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $10,000,000 | |||||
6. |
Loan Agreement | 10/28/08 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,285,000 | |||||
7. |
Loan Agreement | 12/2/08 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $284,935 | |||||
8. |
Loan Agreement | 12/17/08 | Federal-Mogul Materias de Friccao Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $9,270,000 | |||||
9. |
Loan Agreement | 12/1/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,100,000 |
1
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
10. |
Loan Agreement | 6/9/10 | Federal-Mogul Holding Sweden AB | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | EUR 31,050,000 | |||||
11. |
Offer Letter | 2/2/12 | Federal Mogul Argentina S.A. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,500,000 | |||||
12. |
Loan Agreement / Promissory Note | 4/13/12 / 6/10/14 | Federal-Mogul (Thailand) Limited (f/k/a Federal-Mogul Friction Products (Thailand) Limited) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $25,000,000 | |||||
13. |
Loan Agreement | 1/22/13 | Federal-Mogul Finance 1 LLC | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $100,000,000 | |||||
14. |
Loan Agreement | 1/14/13 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $15,000,000 | |||||
15. |
Loan Agreement | 2/5/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $730,000 | |||||
16. |
Loan Agreement | 3/11/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,000,000 | |||||
17. |
Loan Agreement | 4/30/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,500,000 | |||||
18. |
Loan Agreement | 8/2/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,000,000 | |||||
19. |
Loan Agreement | 9/10/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,940,000 | |||||
20. |
Loan Agreement | 12/20/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $4,250,000 |
2
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
21. |
Promissory Note | 1/14/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,510,000 | |||||
22. |
Loan Agreement | 8/21/12 (effective as of 6/28/12) | Carter Automotive Company, Inc. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,500,000 | |||||
23. |
Intercompany Note | 3/1/15 | Federal-Mogul Motorparts Corporation | Federal-Mogul Ignition Company | $54,418,839 | |||||
24. |
Intercompany Note | 3/1/15 | Federal-Mogul Motorparts Corporation | Federal-Mogul Products, Inc. | $391,581,161 | |||||
25. |
Loan Agreement | 6/30/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
26. |
Loan Agreement | 6/19/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $775,000 | |||||
27. |
Loan Agreement | 7/8/14 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $2,000,000 | |||||
28. |
Loan Agreement | 7/23/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $515,000 | |||||
29. |
Loan Agreement | 7/23/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $8,700,000 | |||||
30. |
Loan Agreement | 10/1/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,455,000 | |||||
31. |
Loan Agreement | 10/28/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $4,000,000 | |||||
32. |
Loan Agreement | 11/26/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $6,600,000 |
3
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
33. |
Loan Agreement | 1/29/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
34. |
Loan Agreement | 1/30/15 (amended 9/15/16) | Federal-Mogul Componentes de Motores Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $32,000,000 (amended to $25,407,395.93) | |||||
35. |
Loan Agreement | 2/26/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
36. |
Loan Agreement | 3/18/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $450,000 | |||||
37. |
Loan Agreement | 4/17/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,110,000 | |||||
38. |
Loan Agreement | 4/22/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,000,000 | |||||
39. |
Loan Agreement | 5/1/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $600,000 | |||||
40. |
Loan Agreement | 5/8/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,023,000 | |||||
41. |
Loan Agreement | 5/8/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $477,000 | |||||
42. |
Loan Agreement | 6/10/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $985,000 | |||||
43. |
Loan Agreement | 6/22/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $700,000 | |||||
44. |
Loan Agreement | 6/22/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,600,000 |
4
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
45. |
Loan Agreement | 11/23/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $420,000 | |||||
46. |
Loan Agreement | 12/1/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $300,000 | |||||
47. |
Loan Agreement | 3/3/16 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts Corporation | $250,000 | |||||
48. |
Loan Agreement | 7/8/14 | Federal-Mogul Motorparts Corporation | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,000,000 | |||||
49. |
Intercompany Note | 5/1/14 | Federal-Mogul Motorparts Corporation | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $148,908,000 | |||||
50. |
Loan Agreement | 3/27/15 | Federal-Mogul Sistemas Automotivos Ltda.. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,150,000 |
5
Schedule 1.01B
PLEDGED STOCK
Grantor |
Issuer
* Denotes that Pledged Stock has also
|
Stock Certificate No. |
If Certificated, Number of Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Federal-Mogul LLC | Federal-Mogul Financing Corporation | 2 | 100,000 common | 100 | % | 100 | % | |||||||
Federal-Mogul Powertrain LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Motorparts Corporation | 5 | 1,052,900 | 100 | % | 100 | % | ||||||||
Speyside Real Estate LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Felt Products Mfg. CO. LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition Company | 2 | 200 common | 100 | % | 100 | % | ||||||||
Federal-Mogul Products, Inc. | 7 | 120 common | 100 | % | 100 | % | ||||||||
Federal-Mogul Valve Train International LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
T&N Industries LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Global Growth Ltd. ( United Kingdom ) | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul Valvetrain Ltd. ( United Kingdom ) | 2 | 46,700,000 common | 65 | % | 100 | % | ||||||||
Coventry Assurance, Ltd. ( Bermuda ) | 20 | 79,200 common | 65 | % | 100 | % | ||||||||
Cooperatief Federal-Mogul Dutch Investments B.A. (Dutch Co-Op) ( Netherlands ) * | n/a | n/a | 65 | % | 96.89 | % |
6
Grantor |
Issuer
* Denotes that Pledged Stock has also
|
Stock Certificate No. |
If Certificated, Number of Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Federal-Mogul Holding Sweden AB ( Sweden ) | 1-330 | 330 shares | 65 | % | 100 | % | ||||||||
Federal-Mogul Automotive Verwaltungs GmbH ( Germany ) |
n/a | n/a | 5.1 | % | 5.1 | % | ||||||||
Federal-Mogul World Wide, Inc. | Federal-Mogul Distribution de Mexico S. de R.L. de C.V. ( Mexico ) | See Schedule 4.01 | See Schedule 4.01 | 4.41 | % | 4.41 | % | |||||||
Servicios de Componentes Automotrices, S.A. de C.V. ( Mexico ) | See Schedule 4.01 | See Schedule 4.01 | 3.73 | % | 3.73 | % | ||||||||
Federal-Mogul Powertrain LLC | Federal-Mogul Powertrain IP LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Piston Rings, LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition Company |
Federal-Mogul Valve Train S. de R.L. de C.V. ( Mexico ) |
n/a | n/a | 0.03 | % | 0.03 | % |
7
Grantor |
Issuer
* Denotes that Pledged Stock has also
|
Stock Certificate No. |
If Certificated, Number of Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
F-M Holding Mexico, S.A. de C.V. ( Mexico ) | n/a | n/a | 65 | % | 96.27 | % | ||||||||
Federal-Mogul Products, Inc. | Productos de Frenos Automotrices de Calidad S.A. de C.V. | See Schedule 4.01 | See Schedule 4.01 | 65 | % | 100 | % | |||||||
Federal Mogul Motorparts Corporation | Carter Automotive Company, Inc. | 4 | 1,000 common | 100 | % | 100 | % | |||||||
Federal-Mogul World Wide, Inc. | 25 | 100,000 common | 100 | % | 100 | % | ||||||||
Muzzy-Lyon Auto Parts, Inc. | 1 | 100 common | 100 | % | 100 | % | ||||||||
Federal-Mogul Chassis LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
F-M Motorparts TSC, Inc. | 2 | 100 common | 100 | % | 100 | % | ||||||||
Beck Arnley Holdings LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Filtration LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Transaction, LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
FM International, LLC | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul Canada Limited ( Canada ) |
C-6 | 447,590 common | 65 | % | 100 | % | ||||||||
Federal-Mogul de Costa Rica, S.A. ( Costa Rica ) |
X | 650 shares | 65 | % | 100 | % | ||||||||
Federal-Mogul de Guatemala, S.A. ( Guatemala ) |
4 | 163 shares | 65 | % | 99.9 | % |
8
Grantor |
Issuer
* Denotes that Pledged Stock has also
|
Stock Certificate No. |
If Certificated, Number of Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Federal-Mogul Iberica, S.L. ( Spain ) * | n/a | n/a | 64.5 | % | 64.5 | % | ||||||||
Federal-Mogul Motorparts (Thailand) Limited ( Thailand ) | n/a | n/a | 65 | % | 99.98 | % | ||||||||
F-M Motorparts TSC, Inc. | F-M TSC Real Estate Holdings LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Valve Train International LLC |
Federal-Mogul Sevierville, LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Forjas Maquinas S. de R.L. C.V. ( Mexico ) | See exceptions schedule below | See exceptions schedule below | 0.01 | % | 0.01 | % |
9
Schedule 1.01C
EXCLUDED JOINT VENTURES
Joint Venture Name |
Country |
% F-M Ownership |
||||
1. |
Farloc Argentina S.A.I.C. Y.F. |
Argentina | 23.91% (FM International LLC) | |||
2. |
Federal-Mogul Anand Bearings India Limited |
India | 51.0% (Federal Mogul LLC) | |||
3. |
Frenos Hidraulicos Automotrices, S.A. de C.V. |
Mexico | 49.0% (Federal-Mogul Ignition Company) | |||
4. |
Federal-Mogul TP Liners Inc. |
United States | 46% (Federal-Mogul Powertrain LLC) | |||
5. |
United Piston Ring, Inc. |
United States | 6.85% (Federal-Mogul Powertrain LLC) | |||
6. |
Componentes Venezolanos de Direccsion, S.A |
Venezuela | 40% (Federal-Mogul Valve Train International LLC) | |||
7. |
Federal-Mogul Aftermarket Espana SA |
Spain | 51% (Federal-Mogul Motorparts) | |||
8. |
Parts Zone (Thailand) Co., Ltd. |
Thailand | 50.11% (Federal-Mogul Motorparts) |
10
Schedule 3.02
PERFECTION MATTERS
Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Credit Agreement or, to the extent not defined therein, the Collateral Agreement.
UCC-1 Filings
The Collateral Trustee will file UCC-1 Financing Statements against each Person set forth below, in each case describing the collateral as all personal property or similar, in the applicable filing office in each of the specified jurisdictions.
Entity |
Jurisdiction | Role | ||
Federal-Mogul LLC |
DE | Guarantor | ||
Carter Automotive Company, Inc. |
DE | Guarantor | ||
Federal-Mogul World Wide, Inc. |
MI | Guarantor | ||
Felt Products Mfg. CO. LLC |
DE | Guarantor | ||
Muzzy-Lyon Auto Parts |
DE | Guarantor | ||
Federal-Mogul Powertrain LLC |
MI | Guarantor | ||
Federal-Mogul Powertrain IP, LLC |
DE | Guarantor | ||
Federal-Mogul Piston Rings, LLC |
DE | Guarantor | ||
Federal-Mogul Ignition Company |
DE | Guarantor | ||
Federal-Mogul Products, Inc. |
MO | Guarantor | ||
Federal-Mogul Motorparts Corporation |
DE | Guarantor | ||
Federal-Mogul Chassis LLC |
DE | Guarantor | ||
F-M Motorparts TSC, Inc. |
DE | Guarantor | ||
F-M TSC Real Estate Holdings LLC |
DE | Guarantor | ||
Federal-Mogul Valve Train International LLC |
DE | Guarantor | ||
Federal-Mogul Sevierville, LLC |
TN | Guarantor |
Physical Collateral
The Collateral Trustee (as defined in the Credit Agreement) will take possession of the physical collateral set forth in Schedule 1.01A and Schedule 1.01B, in each case, to the extent required by the Collateral Agreement; except that the Loan Parties shall have 90 days from March 30, 2017 to deliver any stock certificates and intercompany notes not previously delivered to the Collateral Trustee.
11
Deposit Accounts
The applicable Loan Parties have entered into account control agreements (or amendments to account control agreements) with respect to the Deposit Accounts as set forth on Schedule 3.07 to the Collateral Agreement (other than any Deposit Account labeled Excluded Deposit Account); except that the Loan Parties shall have 90 days from March 30, 2017 to enter into any such deposit account control agreements or amendments.
Intellectual Property
The applicable Loan Parties will file notices of their respective interests in (i) Copyrights (and related property) with the United States Copyright Office within 30 days after March 30, 2017 and (ii) Patents and Trademarks (and, in each case, related property) with the United States Patent and Trademark Office within 90 days after March 30, 2017.
Actions Pursuant to Foreign Law
To be determined and completed within 90 days after March 30, 2017.
Mortgage Filings/Recordings
To be determined and completed within 90 days after March 30, 2017.
12
Schedule 3.06
INTELLECTUAL PROPERTY
U.S. PATENT ASSETS
KEY : An asterisk * after the asset Title indicates the asset is to be abandoned.
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
1. | Unitized seal for telescopic shaft* | 09041560 | 3/12/1998 | 6083109 | 7/4/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
2. | Installation configuration for a spark plug* | 09168147 | 10/8/1998 | 6049161 | 4/11/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
3. | Hydrodynamic seal and method of manufacture* | 09207132 | 12/8/1998 | 6168164 | 1/2/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
4. | Anti-carbon fouling spark plug* | 09247913 | 2/11/1999 | 6166481 | 12/26/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
5. | Radial lip seal having protected porous dust excluder* | 09316422 | 5/21/1999 | 6257587 | 7/10/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
6. | Method of heat treat hardening thin metal work pieces* | 09428951 | 11/4/1999 | 6210500 | 4/3/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
7. | Plastic cover having metal reinforcement for internal combustion engine applications and method of construction* | 12565142 | 9/23/2009 | 7814880 | 10/19/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
8. | Oil pan including a snap-fit cover and removable oil filter element* | 09767278 | 1/23/2001 | 6488844 | 12/3/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
9. | Snap-together filter system for transmission oil pan and method of manufacture* | 09769114 | 1/24/2001 | 6523561 | 2/25/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
10. | Gasket assembly* | 10984215 | 11/9/2004 | 7070187 | 7/4/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
11. | Exhaust manifold gasket* | 11108487 | 4/18/2005 | 7182058 | 2/27/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
12. | Sheet metal joint* | 11242692 | 10/4/2005 | 7614201 | 11/10/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
13. | Spark plug circuit* | 11735705 | 4/16/2007 | 7588021 | 9/15/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
14. | Gasket containing fuel permeation barrier* | 11743927 | 5/3/2007 | 7574990 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
15. | Seal assembly and method of manufacturing the same* | 12179743 | 7/25/2008 | 7832100 | 11/16/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
16. | Cold static gasket for complex geometrical sealing applications* | 12904521 | 10/14/2010 | 8966824 | 3/3/2015 | Granted | Federal-Mogul World Wide, Inc. | |||||||
17. | Double tube* | 29200818 | 3/4/2004 | D512025 | 11/29/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
18. | Rubber wiper blade element with friction reducing agent that continuously migrates to the surface* | 14736409 | 6/11/2015 | Pending | Federal-Mogul Motorparts Corporation |
13
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
19. | Spark plug and methods of construction thereof* | 12201703 | 8/29/2008 | 7944135 | 5/17/2011 | Granted | Federal-Mogul Ignition Company | |||||||
20. | Flexible control system for corona ignition power supply | 14568219 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
21. | Shrink-fit ceramic center electrode | 15355516 | 11/18/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
22. | Forming a composite panel* | 09230982 | 2/4/1999 | 6139974 | 10/31/2000 | Granted | Federal-Mogul LLC | |||||||
23. | Coolable piston for internal combustion engine* | 12033097 | 2/19/2008 | 7762227 | 7/27/2010 | Granted | Federal-Mogul LLC | |||||||
24. | Compression sensor gasket assembly and method of construction* | 12791114 | 6/1/2010 | 8371156 | 2/12/2013 | Granted | Federal-Mogul LLC | |||||||
25. | Bi-metal spiral wound gasket* | 12856950 | 8/16/2010 | 8505922 | 8/13/2013 | Granted | Federal-Mogul LLC | |||||||
26. | Bore inspection system and method of inspection therewith* | 13043977 | 3/9/2011 | 9116133 | 8/25/2015 | Granted | Federal-Mogul LLC | |||||||
27. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 15088625 | 4/1/2016 | Pending | Federal-Mogul LLC | |||||||||
28. | High strength low friction engineered material for bearings and other applications | 15153541 | 5/12/2016 | Pending | Federal-Mogul LLC | |||||||||
29. | Radial ring bearing set for ball and socket joints* | 09188841 | 11/9/1998 | 6019541 | 2/1/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
30. | Method of fabricating a multilayer ceramic heating element* | 11550968 | 10/19/2006 | 7572480 | 8/11/2009 | Granted | Federal Mogul World Wide, Inc. | |||||||
31. | Heat shield with integral attachment flanges* | 11560914 | 11/17/2006 | 7851069 | 12/14/2010 | Granted | Federal Mogul World Wide, Inc. | |||||||
32. | Heat treat fixture apparatus and method of heat treat hardening thin metal work pieces* | 09730043 | 12/5/2000 | 6491865 | 12/10/2002 | Granted | Federal Mogul World Wide, Inc. | |||||||
33. | Glow plug with improved seal, heater probe assembly therefor and method of construction thereof* | 12603653 | 10/22/2009 | 8410403 | 4/2/2013 | Granted | Federal Mogul Ignition Company | |||||||
34. | Valve cover assembly and method of construction* | 12146685 | 6/26/2008 | 7827950 | 11/9/2010 | Granted | Federal-Mogul LLC | |||||||
35. | Compression sensor gasket and method of construction* | 12572366 | 10/2/2009 | 8375800 | 2/19/2013 | Granted | Federal-Mogul LLC | |||||||
36. | Non-contact labyrinth seal assembly* | 14195205 | 3/3/2014 | 8864139 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
37. | Spark plug having precious metal pad attached to ground electrode and method of making same | 11164042 | 11/8/2005 | 7557495 | 7/7/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
38. | Wear resistant lead free alloy bushing and method of making | 11830913 | 7/31/2007 | 8679641 | 3/25/2014 | Granted | Federal-Mogul LLC |
14
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
39. | Corona ignition device with improved electrical performance | 14742064 | 6/17/2015 | Pending | Federal Mogul Ignition Company | |||||||||
40. | Piston assembly and connecting rod having a profiled wrist pin bore therefor | 12330932 | 12/9/2008 | 8539928 | 9/24/2013 | Granted | Federal-Mogul World Wide, Inc. and Federal Mogul Corporation | |||||||
41. | Corona ignition with self-tuning power amplifier | 13842803 | 3/15/2013 | 9413314 | 8/9/2016 | Granted | Federal-Mogul Ignition Company | |||||||
42. | Ball socket assembly | 14581130 | 12/23/2014 | Pending | Federal Mogul Motorparts Corporation | |||||||||
43. | Piston with keystone second ring groove for high temperature internal combustion engines | 14286328 | 5/23/2014 | Pending | Federal-Mogul LLC | |||||||||
44. | Spark plug with pressure sensor | 09096182 | 6/12/1998 | 6204594 | 3/20/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
45. | Woven tubular thermal sleeve and method of construction thereof | 15227480 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
46. | Spark plug gasket and method of attaching the same | 15180606 | 6/13/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
47. | Corona ignition with self-tuning power amplifier | 15230927 | 8/8/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
48. | Heat and vibration mounting isolator for a heat shield, heat shield assembly and method of construction thereof | 15134568 | 4/21/2016 | Pending | Federal-Mogul LLC | |||||||||
49. | Master alloy for producing sinter hardened steel parts and process for the production of sinter hardened parts | 13579083 | 8/15/2012 | Pending | Federal-Mogul LLC | |||||||||
50. | Bushingless piston and connecting rod assembly and method of manufacture | 09688677 | 10/16/2000 | 6557457 | 5/6/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
51. | Complex-shaped piston oil galleries with piston crowns made by cast metal or powder metal processes | 14182165 | 2/17/2014 | 9243582 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
52. | Electrode material for a spark plug and method of making the same | 14048368 | 10/8/2013 | 9337624 | 5/10/2016 | Granted | Federal Mogul Ignition Company |
15
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
53. | Adhesive for bonding elastomers to metals | 08845588 | 4/25/1997 | 5919331 | 7/6/1999 | Granted | Federal-Mogul World Wide, Inc. | |||||||
54. | Austempered gray iron cylinder liner and method of manufacture | 09688676 | 10/16/2000 | 6732698 | 5/11/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
55. | Igniter including a corona enhancing electrode tip | 13085991 | 4/13/2011 | 8776751 | 7/15/2014 | Granted | Federal-Mogul Ignition Company | |||||||
56. | Non-contact labyrinth seal assembly and method of construction thereof | 13708294 | 12/7/2012 | 8991829 | 3/31/2015 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
57. | Clothes dryer static charge storage device and method of reducing static charge in clothes | 14506954 | 10/6/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
58. | Moldable natural fiber nonwoven wire harness trough and method of construction thereof | 14859632 | 9/21/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
59. | Windscreen wiper device | 14885297 | 10/16/2015 | Pending | Federal Mogul Motorparts Corporation | |||||||||
60. | Windscreen wiper device | 14885395 | 10/16/2015 | Pending | Federal Mogul Motorparts Corporation | |||||||||
61. | Protective sleeve with knitted opening and method on construction | 12196375 | 8/22/2008 | 7757517 | 7/20/2010 | Granted | Federal-Mogul Powertrain LLC | |||||||
62. | Flexible control system for corona ignition power supply | 14568219 | 12/12/2014 | Filed | Federal-Mogul Ignition Company | |||||||||
63. | Spark ignition device with in-built combustion sensor | 12740438 | 10/25/2010 | 8860291 | 10/14/2014 | Granted | Federal-Mogul Ignition Company | |||||||
64. | Metallic insulator coating for high capacity spark plug | 13607224 | 09/07/2012 | 9490609 | 11082016 | Granted | Federal-Mogul World Wide, Inc. and Enerpulse, Inc. | |||||||
65. | Metallic insulator coating for high capacity spark plug | 11673815 | 02/12/2007 | 8278808 | 10/02/2012 | Granted | Federal-Mogul World Wide, Inc. and Enerpulse, Inc. | |||||||
66. | Device and method for closing a moveable socket& establishing a predetermined wear indicator distance | 09175915 | 10/20/1998 | 6125541 | 10/03/2000 | Granted | Moog Automotive Products, Inc. | |||||||
67. | Spark plug with concentric pressure sensor | 09107123 | 06/30/1998 | 6094990 | 08/01/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
68. | Mass fraction burned and pressure estimation through spark plug ion sensing | 08883346 | 06/26/1997 | 6089077 | 07/18/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
69. | Metal gasket | 10733914 | 12/11/2003 | 6935635 | 08/30/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
70. | Tool for fixing a textile sleeve about an elongate | 62337430 | 05/17/2016 | Filed | Federal-Mogul Powertrain LLC |
16
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
member to be protected and method of fixing a protective textile sleeve about an elongate member | ||||||||||||||
71. | Circumferentially continuous and constrictable textile sleeve and method of construction thereof [half-functionally filled optimized shrinkable woven tube] | 62357705 | 07/01/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
72. | Knit textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 62361826 | 07/13/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
73. | Knit tubular protective sleeve and method of construction thereof | 62366521 | 07/25/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
74. | Impact resistant, shrinkable woven tubular sleeve and method of construction thereof | 62378968 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
75. | Impact resistant, shrinkable knitted tubular sleeve and method of construction thereof | 62378992 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
76. | Impact resistant, shrinkable braided tubular sleeve and method of construction thereof | 62379015 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
77. | Multi-cavity, shrinkable sleeve and method of construction thereof | 62414518 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
78. | Grounding wrap and method of grounding a plurality of electrical cables therewith | 62434225 | 12/14/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
79. | Braided electromagnetic interference protective sleeve and method of construction thereof [ultra-high expansion ratio light emi shielding braid] | 62452681 | 01/31/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
80. | Woven sleeve with integral attachment loops and method of construction thereof | 62453143 | 02/01/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
81. | Thermally insulative, durable, reflective convoluted sleeve and method of construction thereof | 62457041 | 02/09/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
82. | X1 blade with side locks on connecotr base | 62371074 | 08/04/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
83. | Improved tooling for friction material manufacture | 62376464 | 08/18/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
84. | Metalplastic connector base [3 base versions] | 62408162 | 10/14/2016 | Filed | Federal-Mogul Motorparts Corporation |
17
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
85. | METALPLASTIC CONNECTOR BASE [19mm AND DENSO ADAPTER] | 62408349 | 10/14/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
86. | Connector slide locks | 62419099 | 11/08/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
87. | Alternatin step ensert for dust boots | 62422682 | 11/16/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
88. | Steel piston with metallurgically bonded bushing and method of manufacturing | 62460252 | 02/17/2017 | Filed | Federal-Mogul LLC | |||||||||
89. | FAST FIRING OF ALUMINA CERAMICS (Joint w Ceralink inventors: Dr. Holly Shulman and Morgana Fall NOT Saccoccia or Firstenberg) | 62327484 | 04/26/2016 | Filed | Federal-Mogul Ignition Company | |||||||||
90. | Spark plug with a suppressor that is formed at low temperature | 62367319 | 07/27/2016 | Filed | Federal-Mogul Ignition Company | |||||||||
91. | PISTON WITH THERMALLY INSULATING INSERT [INFUSED CERAMIC ADIABATIC PISTON (INCA)] combined with PA-50497 | 62318353 | 04/05/2016 | Filed | Federal-Mogul LLC | |||||||||
92. | Piston with preformed asymmetric bowl geometry [monosteel lite with preformed asymmetric bowl geometries] | 62325704 | 04/21/2016 | Filed | Federal-Mogul LLC | |||||||||
93. | Piston construction method to reduce undercrown temperature | 62339053 | 05/19/2016 | Filed | Federal-Mogul LLC | |||||||||
94. | Radial shaft seal assembly with debris exclusion member and method of construction thereof | 62398866 | 09/23/2016 | Filed | Federal-Mogul LLC | |||||||||
95. | Copper infiltrated molybdenum andor tungsten base pm alloy for superior thermal conductivity | 62400867 | 09/28/2016 | Filed | Federal-Mogul LLC | |||||||||
96. | SELF-GENERATED PROTECTIVE ATMOSPHERE FOR LIQUID METALS (Joint wecole Polytechnique) | 62409192 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
97. | Free graphite containing powders [cast iron power (cip) development] | 62409244 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
98. | Thermometric powder metallurgy materials | 62435280 | 12/16/2016 | Filed | Federal-Mogul LLC | |||||||||
99. | Galleryless short compression insulated steel piston | 62444721 | 01/10/2017 | Filed | Federal-Mogul LLC | |||||||||
100. | Light ring assembly [periscope light ring] | 62453597 | 02/02/2017 | Filed | Federal-Mogul LLC | |||||||||
101. | Wrappable end fray resistent woven protective textile sleeve and method of construction thereof | 14975129 | 12/18/2015 | Filed | Federal-Mogul Powertrain LLC |
18
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
102. | TOOL FOR FIXING A TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER TO BE PROTECTED AND METHOD OF USE THEREOF (see also 50549) | 15282366 | 09/30/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
103. | Self-curling nonwoven sleeve and method of construction thereof [flexible quietwrap] | 15297330 | 10/19/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
104. | Self-wrapping, braided textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 15337472 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
105. | Braided textile sleeve with integrated opening and self-sustaining expanded and contracted states and method of construction thereof | 15337750 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
106. | Braided textile sleeve with axially collapsible, anti-kinking feature and method of construction thereof | 15348682 | 11/10/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
107. | Abrasion resistant textile sleeve, improved multifilament yarn therefor and methods of construction thereof | 15409150 | 01/18/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
108. | Abrasion resistant braided textile sleeve and method of construction thereof | 15411080 | 01/20/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
109. | Braided textile sleeve with self-sustaining expanded and contracted states and enhanced as supplied bulk configuration and methods of construction and supplying bulk lengths thereof | 15428029 | 02/08/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
110. | BRAIDED, REFLECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF (related to 50483) | 15530182 | 12/08/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
111. | Restricted swing angle bearing package | 15057703 | 03/01/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
112. | Ball joint assembly with floating lower bearing and radial ring bearing support | 15070363 | 03/15/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
113. | Vcab camber adjustment feature | 15077164 | 03/22/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
114. | Flange forming dust boot design with high flow grease relief passages and redundant sealing features | 15077444 | 03/22/2016 | Filed | Federal-Mogul Motorparts Corporation |
19
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
115. | Socket assembly and method of making a socket assembly | 15170600 | 06/01/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
116. | Socket assembly and method of making a socket assembly | 15178779 | 06/10/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
117. | Sway bar linkage with bushing | 15197168 | 06/29/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
118. | Ball joint assembly | 15209100 | 07/13/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
119. | Ball joint assembly and method of making | 15331254 | 10/21/2016 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
120. | Insulation layer on steel pistons without gallery | 15436966 | 02/20/2017 | Filed | Federal-Mogul LLC | |||||||||
121. | Air-free cap end design for corona ignition system | 15271874 | 09/21/2016 | Filed | Federal-Mogul Ignition Company | |||||||||
122. | Related to 41671 - SPARK PLUG HAVING IMPROVED GROUND ELECTRODE ORIENTATION AND METHOD OF FORMING | 15417007 | 01/26/2017 | Filed | Federal-Mogul Ignition Company | |||||||||
123. | High strength cast iron for cylinder liners | 15071114 | 03/15/2016 | Filed | Federal-Mogul LLC | |||||||||
124. | Teeter-totter oil ring (TTOR) | 15131641 | 04/18/2016 | Filed | Federal-Mogul LLC | |||||||||
125. | Clip unit and edge mounted light emitting diode (led) assembly comprising a clip unit | 15180893 | 06/13/2016 | Filed | Federal-Mogul LLC | |||||||||
126. | Boron doped ta-c coating for engine components | 15185698 | 06/17/2016 | Filed | Federal-Mogul LLC | |||||||||
127. | Polymer coating in cracked piston ring coating | 15204264 | 07/07/2016 | Filed | Federal-Mogul LLC | |||||||||
128. | Piston ring belt structural reinforcement via additive manufacturing | 15227443 | 09/27/2016 | Filed | Federal-Mogul LLC | |||||||||
129. | Static gasket and method of construction thereof | 15274783 | 09/23/2016 | Filed | Federal-Mogul LLC | |||||||||
130. | Method of forming a tubular member [combined roll-forming and spin-forming of metal powertrain components] | 15275731 | 09/26/2016 | Filed | Federal-Mogul LLC | |||||||||
131. | JV with Ecole Polytechnique - TREATMENT OF MELT FOR ATOMIZATION TECHNOLOGY | 15295733 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
132. | Radial shaft seal assembly with axially adaptive debris exclusion face lip and oil seal face lip | 15296587 | 10/18/2016 | Filed | Federal-Mogul LLC | |||||||||
133. | Isobaric piston assembly | 15349820 | 11/11/2016 | Filed | Federal-Mogul LLC |
20
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
134. | Concept to reduce heat loss to piston using gas media | 15352418 | 11/15/2016 | Filed | Federal-Mogul LLC | |||||||||
135. | Thermally insulated steel piston crown and method of making using a ceramic coating | 15354001 | 11/17/2016 | Filed | Federal-Mogul LLC | |||||||||
136. | Thermally insulated engine component and method of making using a ceramic coating | 15354080 | 11/17/2016 | Filed | Federal-Mogul LLC | |||||||||
137. | Illumination assembly for a vehicle [light blade led optical coupler] | 15356011 | 11/18/2016 | Filed | Federal-Mogul LLC | |||||||||
138. | Piston and method of making a piston | 15360060 | 11/23/2016 | Filed | Federal-Mogul LLC | |||||||||
139. | Piston with sealed cooling gallery containing a thermally conductive composition [envirokool version 2.0 (super ekool)] | 15364616 | 11/30/2016 | Filed | Federal-Mogul LLC | |||||||||
140. | Bimetallic static gasket and method of construction thereof | 15371426 | 12/07/2016 | Filed | Federal-Mogul LLC | |||||||||
141. | Cylinder head gasket | 15389798 | 12/23/2016 | Filed | Federal-Mogul LLC | |||||||||
142. | Piston including a composite layer applied to metal substrate | 15389862 | 12/23/2016 | Filed | Federal-Mogul LLC | |||||||||
143. | Corona igniter with hermetic combustion seal on insulator inner diameter | 15409694 | 01/19/2017 | Filed | Federal-Mogul LLC | |||||||||
144. | Variable compression ratio connecting rod | 15409928 | 01/19/2017 | Filed | Federal-Mogul LLC | |||||||||
145. | Piston with cooling gallery radiator and method of construction thereof | 15412457 | 01/23/2017 | Filed | Federal-Mogul LLC | |||||||||
146. | Piston with anti coking design features (see 50422) | 15414954 | 01/25/2017 | Filed | Federal-Mogul LLC | |||||||||
147. | Illumination device for a vehicle [dual-color extruded snap-in light pipe] | 15425492 | 02/06/2017 | Filed | Federal-Mogul LLC | |||||||||
148. | Illumination device for providing directed light | 15433800 | 02/15/2017 | Filed | Federal-Mogul LLC | |||||||||
149. | Galleryless piston with improved pocket coating | 15437631 | 02/21/2017 | Filed | Federal-Mogul LLC | |||||||||
150. | Galleryless piston with connection to pockets [monosteel lite with connection to pockets over the pinbore] | 15441659 | 02/24/2017 | Filed | Federal-Mogul LLC | |||||||||
151. | Galleryless piston with slotted ring groove [monosteel lite with fully slotted 3rd groove] | 15445317 | 02/28/2017 | Filed | Federal-Mogul LLC | |||||||||
152. | Heat shield assembly for an exhaust system | 14979416 | 12/27/2015 | Filed | Federal-Mogul LLC | |||||||||
153. | Multi-layer gasket assembly | 14988228 | 01/05/2016 | Filed | Federal-Mogul LLC | |||||||||
154. | Piston, oil control ring therefor and method of construction thereof [mor - monorail oil control ring for hd engines] | 14928870 | 10/30/2015 | Filed | Federal-Mogul LLC |
21
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
155. | Spark plug insulator | 90013748 | 06/17/2016 | Filed | Federal-Mogul World Wide, Inc. | |||||||||
156. | Disc pad design (part no. Oex785) | 29538117 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
157. | Disc pad design (part no. Oex1363) | 29538120 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
158. | Disc pad design (part no. Oex1084) | 29538121 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
159. | Disc pad design (part no. Oex976) | 29538122 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
160. | Disc pad design (part no. Oex1210) | 29538126 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
161. | Disc pad design (part no. Oex1414) | 29538129 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
162. | Disc pad design (part no. Oex1421) | 29538130 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
163. | Disc pad design (part no. Oex1327) | 29538133 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
164. | Disc pad design (part no. Oex1508) | 29538135 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
165. | Disc pad design (part no. Oex1324) | 29538136 | 09/01/2015 | Filed | Federal-Mogul Motorparts Corporation | |||||||||
166. | A Socket Assembly With An Improved Boot | 15263982 | 09/13/2016 | Filed | ||||||||||
167. | Ball Joint With Improved Upper Bearing And Method Of Constructions (Acetal) | 15388135 | 12/22/2016 | Filed | ||||||||||
168. | Friction Lining And Brake Pad For A Braking System | 15378961 | 12/14/2016 | Filed | ||||||||||
169. | Polywedge bearing for use with ball and socket | 08847238 | 5/1/1997 | 5772337 | 6/30/1998 | Granted | Federal-Mogul Chassis LLC | |||||||
170. | Dry wedge ball and socket joint | 08886768 | 7/2/1997 | 5904436 | 5/18/1999 | Granted | Federal-Mogul Chassis LLC | |||||||
171. | Ball joint with polymer housing | 08893100 | 7/15/1997 | 5885022 | 3/23/1999 | Granted | Federal-Mogul Chassis LLC | |||||||
172. | Low-temperature barium/lead-free glaze for alumina ceramics | 08971343 | 11/17/1997 | 5985473 | 11/16/1999 | Granted | Federal-Mogul Ignition Company | |||||||
173. | Hybrid distributed lighting system for a vehicle | 09009836 | 1/20/1998 | 6168302 | 1/2/2001 | Granted | Federal-Mogul Ignition Company | |||||||
174. | Touch control switches for vehicles | 09027809 | 2/23/1998 | 6013956 | 1/11/2000 | Granted | Federal-Mogul Ignition Company | |||||||
175. | Split taper bushing | 09041651 | 3/13/1998 | 5961219 | 10/5/1999 | Granted | Federal-Mogul Chassis LLC |
22
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
176. | Bearing set for a ball joint assembly | 09041906 | 3/13/1998 | 6164861 | 12/26/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
177. | Low torque ball and socket joint assembly | 09052186 | 3/31/1998 | 6042293 | 3/28/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
178. | Booted seal for a ball and socket joint | 09053976 | 4/2/1998 | 6102604 | 8/15/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
179. | Optical waveguide structures for vehicle lighting | 09062766 | 4/20/1998 | 6193399 | 2/27/2001 | Granted | Federal-Mogul Ignition Company | |||||||
180. | Electrical connector with gasket abutting locking spacer | 09064340 | 4/22/1998 | 6010364 | 1/4/2000 | Granted | Federal-Mogul Ignition Company | |||||||
181. | Insulator shield for spark plug | 09065905 | 4/24/1998 | 6227164 | 5/8/2001 | Granted | Federal-Mogul Ignition Company | |||||||
182. | Independent wear indicator assembly for vehicular steering knuckles ball & socket joints and other similar devices | 09067368 | 4/27/1998 | 6152637 | 11/28/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
183. | Multi-layer engine bearings and method of manufacture | 09070961 | 5/1/1998 | 6000853 | 12/14/1999 | Granted | Federal-Mogul World Wide, Inc. | |||||||
184. | Composite stud | 09095542 | 6/10/1998 | 6059480 | 5/9/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
185. | Optical waveguide structures | 09109051 | 7/2/1998 | 6238074 | 5/29/2001 | Granted | Federal-Mogul Ignition Company | |||||||
186. | Piston having a tube to deliver oil for cooling a crown | 09116165 | 7/16/1998 | 6032619 | 3/7/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
187. | One-piece integral skirt piston and method of making the same | 09123677 | 7/28/1998 | 6260472 | 8/4/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
188. | Sealing a spark plug electrode | 09133810 | 8/13/1998 | 6078131 | 6/20/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
189. | Compact illuminator for distributed lighting system | 09140281 | 8/26/1998 | 6260991 | 7/17/2001 | Granted | Federal-Mogul Ignition Company | |||||||
190. | Lamp socket | 09149415 | 9/8/1998 | 5971814 | 10/26/1999 | Granted | Federal-Mogul Ignition Company | |||||||
191. | Optical waveguide assembly for vehicle door panel | 09150672 | 9/10/1998 | 6217201 | 4/17/2001 | Granted | Federal-Mogul Ignition Company | |||||||
192. | Integral socket backplate | 09154092 | 9/16/1998 | 6139334 | 10/31/2000 | Granted | Federal-Mogul Ignition Company | |||||||
193. | Step-up/running board optical waveguide illumination assembly | 09157373 | 9/21/1998 | 6244734 | 6/12/2001 | Granted | Federal-Mogul Ignition Company | |||||||
194. | Cover-plate expansion assembly method | 09167917 | 10/7/1998 | 6202280 | 3/20/2001 | Granted | Federal-Mogul Motorparts Corporation | |||||||
195. | Illuminated door handle for a vehicle | 09168890 | 10/9/1998 | 6164805 | 12/26/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
196. | Low profile waveguide system | 09172610 | 10/15/1998 | 6430339 | 8/6/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
197. | Application of precious metal to spark plug electrode | 09175437 | 10/20/1998 | 6132277 | 10/17/2000 | Granted | Federal-Mogul World Wide, Inc. | |||||||
198. | Bolted articulated piston | 09198297 | 11/23/1998 | 6182630 | 2/6/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
199. | Optical waveguide structure with raised or embedded waveguides | 09206306 | 12/7/1998 | 6139176 | 10/31/2000 | Granted | Federal-Mogul World Wide, Inc. |
23
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
200. | Windscreen wiper arm and method for manufacturing the windscreen wiper arm | 09297681 | 9/9/1999 | 6216310 | 4/17/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
201. | Insulator shield for spark plug | 09330050 | 6/11/1999 | 6170458 | 1/9/2001 | Granted | Federal-Mogul Ignition Company | |||||||
202. | Multi-layer engine bearings and method of manufacture | 09334837 | 6/17/1999 | 6178639 | 1/30/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
203. | Vehicular puddle light | 09342974 | 6/30/1999 | 6502970 | 1/7/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
204. | Fastener assembly with vibration isolating features | 09375735 | 8/17/1999 | 6227784 | 5/8/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
205. | Bearing having multilayer overlay and method of manufacture | 09433689 | 11/4/1999 | 6312579 | 11/6/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
206. | Illuminated cup holder assembly | 09457212 | 12/8/1999 | 6234439 | 5/22/2001 | Granted | Federal-Mogul World Wide, Inc. | |||||||
207. | Sleeved dust cover | 09469801 | 12/22/1999 | 6536779 | 3/25/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
208. | Gage assembly and method | 09470349 | 12/22/1999 | 6298570 | 10/9/2001 | Granted | Federal-Mogul Chassis LLC | |||||||
209. | Gage assembly and method | 09473260 | 12/27/1999 | 6269545 | 8/7/2001 | Granted | Federal-Mogul Chassis LLC | |||||||
210. | Piston sleeve | 09520111 | 3/7/2000 | 6357400 | 3/19/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
211. | Keyed waveguide assembly and method for making same | 09521124 | 3/7/2000 | 6431717 | 8/13/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
212. | Angled idc lamp socket assembly | 09548508 | 4/13/2000 | 6250970 | 6/26/2001 | Granted | Federal-Mogul Ignition Company | |||||||
213. | Compliant pivot socket for automotive steering | 09566288 | 5/5/2000 | 6413003 | 7/2/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
214. | Anchor post non-articulating idler socket joint | 09579647 | 5/26/2000 | 6371682 | 4/16/2002 | Granted | Federal-Mogul Chassis LLC | |||||||
215. | Metal gasket with cold formed stopper | 09592969 | 6/13/2000 | 7059609 | 6/13/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
216. | Ignition device having a firing tip formed from a yttrium-stabilized platinum-tungsten alloy | 09626759 | 7/27/2000 | 6412465 | 7/2/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
217. | Apparatus and method for re-shaping brake cores | 09633432 | 8/7/2000 | 6345427 | 2/12/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
218. | Method for expanding a cover plate | 09681305 | 3/15/2001 | 6532665 | 3/18/2003 | Granted | Federal-Mogul World Wide, Inc. and Federal-Mogul LLC | |||||||
219. | Dual gallery piston | 09684127 | 10/6/2000 | 6477941 | 11/12/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
220. | Vehicle side mirror assembly with integral illumination and signal lighting | 09693392 | 10/20/2000 | 6685325 | 2/3/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
221. | Vehicle center console with interior illumination | 09705427 | 11/4/2000 | 6419379 | 7/16/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
222. | Ball joint cover | 09742863 | 12/20/2000 | 6439795 | 8/27/2002 | Granted | Federal-Mogul World Wide, Inc. and Federal-Mogul LLC | |||||||
223. | Piston having uncoupled skirt | 09749705 | 12/27/2000 | 6588320 | 7/8/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
224. | Flange bearing | 09760875 | 1/16/2001 | 6481895 | 11/19/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
225. | Electronically controlled axle assembly | 09771683 | 1/30/2001 | 6461267 | 10/8/2002 | Granted | Federal-Mogul Chassis LLC |
24
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
226. | Waveguide illumination assembly for an automobile license plate | 09813662 | 3/21/2001 | 6471379 | 10/29/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
227. | Gasket with dynamic joint motion control | 09824449 | 4/2/2001 | 6499743 | 12/31/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
228. | Threaded conversion kit for replacement ball joints | 09828063 | 4/5/2001 | 6550120 | 4/22/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
229. | Optical waveguide structures | 09828741 | 4/9/2001 | 6554462 | 4/29/2003 | Granted | Federal-Mogul Ignition Company | |||||||
230. | High articulation dust boot for ball joint | 09874951 | 6/5/2001 | 6644671 | 11/11/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
231. | Bearing socket liner for ball joint | 09887851 | 6/22/2001 | 6505990 | 1/14/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
232. | Waveguide assembly for laterally-directed illumination in a vehicle lighting system | 09889445 | 7/12/2001 | 6594417 | 7/15/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
233. | Monobloc piston for diesel engines | 09939195 | 8/24/2001 | 6526871 | 3/4/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
234. | Device and method for closing movable socket assemblies by expanding solid cover plates | 09948005 | 9/6/2001 | 6619873 | 9/16/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
235. | Compliant pivot socket for automotive steering | 09954743 | 9/18/2001 | 6454484 | 9/24/2002 | Granted | Federal Mogul World Wide, Inc. | |||||||
236. | Cylinder liner for diesel engines with egr and method of manufacture | 09954810 | 9/18/2001 | 6588408 | 7/8/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
237. | Ferrous pistons for diesel engines having egr coating | 09954842 | 9/18/2001 | 6606983 | 8/19/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
238. | Cylinder liner having egr coating | 09954903 | 9/18/2001 | 6508240 | 1/21/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
239. | Compliant pivot socket for automotive steering | 09955001 | 9/18/2001 | 6439794 | 8/27/2002 | Granted | Federal Mogul World Wide, Inc. | |||||||
240. | Bearing having multilayer overlay and method of manufacture | 09957317 | 9/19/2001 | 6609830 | 8/26/2003 | Granted | Federal Mogul World Wide, Inc. | |||||||
241. | Closed gallery piston having reinforced oil hole | 09957703 | 9/19/2001 | 6491013 | 12/10/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
242. | Closed gallery piston having con rod lubrication | 09957704 | 9/19/2001 | 6539910 | 4/1/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
243. | Closed gallery piston having pin bore lubrication | 09957716 | 9/19/2001 | 6513477 | 2/4/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
244. | Multi-axially forged piston | 09981414 | 10/17/2001 | 6840155 | 1/11/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
245. | Combustion stopper seal | 10004071 | 10/25/2001 | 7017918 | 3/28/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
246. | Spiral wound cylinder head gasket | 10037052 | 11/1/2001 | 6708983 | 3/23/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
247. | Engine cover with integrated ignition system | 10056266 | 1/25/2002 | 6494193 | 12/17/2002 | Granted | Federal-Mogul World Wide, Inc. | |||||||
248. | Illuminating waveguide | 10092335 | 3/6/2002 | 6915062 | 7/5/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
249. | Illuminated interior article system utilizing a y-branch waveguide | 10097697 | 3/13/2002 | 6733166 | 5/11/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
250. | Heavy-duty flat wiper blade assembly | 10103477 | 3/21/2002 | 6766553 | 7/27/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
251. | Cylinder head gasket having reinforced combustion seal | 10105519 | 3/25/2002 | 6669204 | 12/30/2003 | Granted | Federal-Mogul World Wide, Inc. |
25
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
252. | High machinability iron base sintered alloy for valve seat inserts | 10135817 | 4/30/2002 | 6679932 | 1/20/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
253. | Integrated lamp holder, reflector, and plug terminal arrangement for automotive lighting applications | 10139406 | 5/6/2002 | 6773151 | 8/10/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
254. | Energy absorber | 10142017 | 5/9/2002 | 6705669 | 3/16/2004 | Granted | Federal-Mogul Powertrain LLC | |||||||
255. | Red incandescent automotive lamp and method of making the same | 10144017 | 5/13/2002 | 6906464 | 6/14/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
256. | Electronic tilt switch and integrated light module | 10144108 | 5/13/2002 | 6858835 | 2/22/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
257. | Automotive steering compliant pivot socket with tapered head | 10145683 | 5/15/2002 | 6676325 | 1/13/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
258. | Metal plate gasket | 10158814 | 5/31/2002 | 6682079 | 1/27/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
259. | Method of manufacturing a composite seal | 10191945 | 7/9/2002 | 6620361 | 9/16/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
260. | Thermally insulative sleeve | 10213022 | 8/6/2002 | 6610928 | 8/26/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
261. | Dual gallery piston | 10217854 | 8/12/2002 | 6651549 | 11/25/2003 | Granted | Federal Mogul World Wide, Inc. | |||||||
262. | Preassembly tool | 10245084 | 9/17/2002 | 7000585 | 2/21/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
263. | Monobloc piston | 10253785 | 9/24/2002 | 6862976 | 3/8/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
264. | Closed gallery monobloc piston having oil drainage groove | 10253786 | 9/24/2002 | 6557514 | 5/6/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
265. | Lead-free bearing | 10265953 | 10/7/2002 | 6746154 | 6/8/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
266. | Cylinder liner | 10268820 | 10/10/2002 | 6722320 | 4/20/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
267. | Multiple layer powder metal bearings | 10272054 | 10/15/2002 | 6787100 | 9/7/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
268. | Brake rotor mill balance clamping apparatus | 10273958 | 10/18/2002 | 6575030 | 6/10/2003 | Granted | Federal-Mogul World Wide, Inc. | |||||||
269. | Knit convolute protective sleeve | 10277297 | 10/22/2002 | 6711920 | 3/30/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
270. | Light collectors with angled input surfaces for use in an illumination system | 10287999 | 11/5/2002 | 6915039 | 7/5/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
271. | Molded gasket | 10289891 | 11/7/2002 | 6722660 | 4/20/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
272. | High friction brake shoe assembly | 10336080 | 1/3/2003 | 6860368 | 3/1/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
273. | Bonded ptfe radial shaft seal | 10366253 | 2/13/2003 | 6988733 | 1/24/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
274. | Slide adjustment system for brake rotor testing gauges | 10369153 | 2/18/2003 | 6874380 | 4/5/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
275. | High strength crack-resistant armor material in a cylinder head gasket | 10373401 | 2/24/2003 | 6921084 | 7/26/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
276. | Cylinder liner having modified combustion seal and method | 10373913 | 2/25/2003 | 6931705 | 8/23/2005 | Granted | Federal-Mogul World Wide, Inc. |
26
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
277. | Ignition device having an electrode formed from an iridium-based alloy | 10390075 | 3/17/2003 | 6885136 | 4/26/2005 | Granted |
Federal Mogul World Wide, Inc. and Johnson Matthey Public Limited Company |
|||||||
278. | High temperature lamp | 10392501 | 3/20/2003 | 6815878 | 11/9/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
279. | Shaft seal | 10394272 | 3/21/2003 | 7055828 | 6/6/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
280. | Flange bearing | 10412799 | 4/11/2003 | 6921210 | 7/26/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
281. | Method and apparatus for electrochemical machining | 10442472 | 5/21/2003 | 7175752 | 2/13/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
282. | Multiple layer insulating sleeve | 10600944 | 6/20/2003 | 6978643 | 12/27/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
283. | Gasket coating containing chemically exfoliated vermiculite | 10642903 | 8/18/2003 | 7135519 | 11/14/2006 | Granted | Federal-Mogul LLC | |||||||
284. | Gasket for fuel injector | 10649024 | 8/27/2003 | 6866026 | 3/15/2005 | Granted | Federal Mogul World Wide, Inc. | |||||||
285. | Monobloc piston having open floor | 10700657 | 11/4/2003 | 6990890 | 1/31/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
286. | Piston and method of manufacture | 10701274 | 11/4/2003 | 6825450 | 11/30/2004 | Granted | Federal-Mogul World Wide, Inc. | |||||||
287. | Spark plug having a multi-tiered center wire assembly | 10701890 | 11/5/2003 | 7019448 | 3/28/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
288. | Spark plug with ground electrode having mechanically locked precious metal feature | 10702378 | 11/5/2003 | 7011560 | 3/14/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
289. | Metal plate gasket | 10718935 | 11/20/2003 | 7114254 | 10/3/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
290. | Lead-free bearing | 10730308 | 12/8/2003 | 6854183 | 2/15/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
291. | Flexible insulating sleeve | 10733596 | 12/11/2003 | 7410550 | 8/12/2008 | Granted | Federal-Mogul Powertrain LLC | |||||||
292. | Piston and method of manufacture | 10735798 | 12/12/2003 | 7005620 | 2/28/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
293. | Laser welded multi-layered steel gasket assembly | 10756591 | 1/13/2004 | 7200932 | 4/10/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
294. | Elastomeric hinged seal | 10757919 | 1/15/2004 | 7100924 | 9/5/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
295. | Universal joint washer baffle | 10760053 | 1/16/2004 | 7037199 | 5/2/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
296. | Wrist pin | 10770930 | 2/3/2004 | 7024981 | 4/11/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
297. | Method of injection molding a gasket | 10775430 | 2/10/2004 | 6942827 | 9/13/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
298. | Multi-branch junction overwrap | 10791230 | 3/2/2004 | 6960722 | 11/1/2005 | Granted | Federal-Mogul World Wide, Inc. | |||||||
299. | Method of manufacturing a flat wiper blade assembly | 10797336 | 3/10/2004 | 7210228 | 5/1/2007 | Granted | Federal Mogul World Wide, Inc. | |||||||
300. | Shaft seal assembly with retaining ring and washer | 10800456 | 3/15/2004 | 7147229 | 12/12/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
301. | Suspension joint bearing | 10802641 | 3/16/2004 | 7344311 | 3/18/2008 | Granted | Federal-Mogul World Wide, Inc. |
27
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
302. | Metal split bearing compression load ball joint | 10813242 | 3/30/2004 | 8047739 | 11/1/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
303. | Laminated carrier gasket with off-set elastomeric sealing | 10848784 | 5/19/2004 | 7048279 | 5/23/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
304. | Multi-axially forged piston | 10899959 | 7/27/2004 | 7870669 | 1/18/2011 | Granted | Federal-Mogul LLC | |||||||
305. | Seal assembly | 10901497 | 7/28/2004 | 7213814 | 5/8/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
306. | Thrust bearing assembly | 10915985 | 8/11/2004 | 7134793 | 11/14/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
307. | Outgassing shield for lamp socket | 10920517 | 8/18/2004 | 7121900 | 10/17/2006 | Granted | Federal-Mogul Ignition Company | |||||||
308. | Heat treating assembly and method | 10935546 | 9/7/2004 | 7259351 | 8/21/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
309. | Vehicular lamp and retainer assembly for interior applications | 10945217 | 9/20/2004 | 7607807 | 10/27/2009 | Granted | Federal Mogul World Wide, Inc. | |||||||
310. | Wiring harness with integrated component heat shield | 10956550 | 10/1/2004 | 7216622 | 5/15/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
311. | Vehicle interior lighting systems using electroluminescent panels | 10967117 | 10/15/2004 |
RE42340 Reissue of 6464381 |
5/10/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
312. | Coaxial twin spark plug | 10969492 | 10/20/2004 | 7443088 | 10/28/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
313. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 10984135 | 11/9/2004 | 7169723 | 1/30/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
314. | Thrust washer and method of manufacture | 10987014 | 11/12/2004 | 7258489 | 8/21/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
315. | Zero radial play idler arm bracket bearing | 11006269 | 12/7/2004 | 7390126 | 6/24/2008 | Granted | Federal-Mogul Chassis LLC | |||||||
316. | Bearing having embedded hard particle layer and overlay and method of manufacture | 11006273 | 12/7/2004 | 7229699 | 6/12/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
317. | Push-on screw-off attachment device | 11018700 | 12/21/2004 | 7207762 | 4/24/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
318. | Forged knurled socket housing and method of manufacture | 11018765 | 12/21/2004 | 7080539 | 7/25/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
319. | Wiring junction block | 11032512 | 1/10/2005 | 7147521 | 12/12/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
320. | Metal gasket with rigid seal | 11032738 | 1/11/2005 | 7401790 | 7/22/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
321. | Lamp assembly having variable focus and directionality | 11054900 | 2/10/2005 | 7220029 | 5/22/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
322. | Low-friction pull tape | 11063321 | 2/22/2005 | 7188642 | 3/13/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
323. | High strength steel cylinder liner for diesel engine | 11079032 | 3/14/2005 | 7726273 | 6/1/2010 | Granted | Federal-Mogul World Wide, Inc. |
28
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
324. | Projector lamp headlight with chromatic aberration correction | 11102012 | 4/8/2005 | 7175323 | 2/13/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
325. | Diffraction method for measuring thickness of a workpart | 11135469 | 5/23/2005 | 7400417 | 7/15/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
326. | Thrust bearing | 11141895 | 6/1/2005 | 7354199 | 4/8/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
327. | Gasket for sealing multiple fluids | 11146735 | 6/7/2005 | 7887063 | 2/15/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
328. | Cylinder head gasket with one-way coolant flow valve | 11157539 | 6/21/2005 | 7137361 | 11/21/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
329. | Interchangeable flashlight-cargo lamp system | 11169031 | 6/28/2005 | 7300189 | 11/27/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
330. | Method of making a sliding bearing | 11169032 | 6/28/2005 | 7458158 | 12/2/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
331. | Vehicular lighting fixture with non-directional dispersion of light | 11182092 | 7/15/2005 | 7575349 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
332. | One piece cast steel monobloc piston | 11185413 | 7/20/2005 | 7406941 | 8/5/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
333. | Self-curling sleeve | 11185589 | 7/20/2005 | 7216678 | 5/15/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
334. | Gasket assembly having isolated compression limiting device | 11193810 | 7/29/2005 | 7306235 | 7/3/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
335. | Manifold gasket having pushrod guide | 11193812 | 7/29/2005 | 7302925 | 6/26/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
336. | Vented disc brake rotor | 11206889 | 8/18/2005 | 8668058 | 3/11/2014 | Granted | Federal-Mogul World Wide, Inc. | |||||||
337. | Ambiance lighting system with temperature responsive variable color output | 11214195 | 8/29/2005 | 7344277 | 3/18/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
338. | Radial seal and method of making | 11224362 | 9/12/2005 | 8480092 | 7/9/2013 | Granted | Federal-Mogul World Wide, Inc. | |||||||
339. | Anti-cavitation diesel cylinder liner | 11225523 | 9/13/2005 | 7146939 | 12/12/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
340. | Monobloc piston having open floor | 11237463 | 9/28/2005 | 7143685 | 12/5/2006 | Granted | Federal-Mogul World Wide, Inc. | |||||||
341. | Active matrix electrochemical machining apparatus and method | 11241206 | 9/30/2005 | 7867374 | 1/11/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
342. | Phosphor reactive instrument panel and gauges | 11257628 | 10/25/2005 | 7216997 | 5/15/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
343. | Fabrication of topical stopper on mls gasket by active matrix electrochemical deposition | 11277544 | 3/27/2006 | 7655126 | 2/2/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
344. | Sensor assembly and sensing system for sensing human tissue in a protected area of a machine | 11293943 | 12/5/2005 | 7525222 | 4/28/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
345. | Heat shield for engine mount | 11316313 | 12/21/2005 | 7171940 | 2/6/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
346. | Method of setting the pre-load for a ball socket joint | 11332886 | 1/17/2006 | 7644500 | 1/12/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
347. | Led light module assembly | 11354674 | 2/15/2006 | 7284882 | 10/23/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
348. | Universal joint | 11366131 | 3/2/2006 | 7179172 | 2/20/2007 | Granted | Federal-Mogul World Wide, Inc. |
29
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
349. | Protective sheath with integral biased flap closure | 11375326 | 3/14/2006 | 7442875 | 10/28/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
350. | Hybrid orbiting spindle for shaping non-circular holes | 11391879 | 3/29/2006 | 7568409 | 8/4/2009 | Granted | Federal Mogul World-Wide Inc. | |||||||
351. | Gasket and method of forming a seal therewith | 11405306 | 4/17/2006 | 7862049 | 1/4/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
352. | Shaft seal having integrated removal feature | 11412471 | 4/27/2006 | 7347424 | 3/25/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
353. | Forged knurled socket housing | 11422746 | 6/7/2006 | 7802940 | 9/28/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
354. | Thermal oxidation protective surface for steel pistons | 11431297 | 5/10/2006 | 7458358 | 12/2/2008 | Granted | Federal Mogul World Wide, Inc. | |||||||
355. | Coated power cylinder components for diesel engines | 11439353 | 5/22/2006 | 7383807 | 6/10/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
356. | Spark plug with tapered fired-in suppressor seal | 11454995 | 6/16/2006 | 7443089 | 10/28/2008 | Granted | Federal Mogul World Wide, Inc. | |||||||
357. | Ignition device having a reflowed firing tip and method of construction | 11500850 | 8/8/2006 | 7851984 | 12/14/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
358. | Dust boot with grease channel | 11510326 | 8/25/2006 | 7704007 | 4/27/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
359. | Dust boot with grease relief passage | 11510327 | 8/25/2006 | 7670078 | 3/2/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
360. | Extension spark plug | 11516920 | 9/6/2006 | 7768183 | 8/3/2010 | Granted | Federal Mogul World Wide, Inc. | |||||||
361. | Cone adaptor for ball joint studs, tie rods, sway bar links and the like | 11533186 | 9/19/2006 | 7393152 | 7/1/2008 | Granted | Federal Mogul World Wide, Inc. | |||||||
362. | Spark plug with welded sleeve on electrode | 11534718 | 9/25/2006 | 7521849 | 4/21/2009 | Granted | Federal Mogul World Wide, Inc. | |||||||
363. | Molded lamp socket | 11553193 | 10/26/2006 | 8480275 | 7/9/2013 | Granted | Federal-Mogul World Wide, Inc. | |||||||
364. | Method and apparatus for electrochemical machining | 11554198 | 10/30/2006 | 7850831 | 12/14/2010 | Granted | Federal Mogul World Wide, Inc. | |||||||
365. | Lamp assembly having a socket made from high temperature plastic | 11561045 | 11/17/2006 | 7604386 | 10/20/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
366. | Method of forming a spark plug with multi-layer firing tip | 11602028 | 11/20/2006 | 7581304 | 9/1/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
367. | Spark plug with multi-layer firing tip | 11602146 | 11/20/2006 | 7521850 | 4/21/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
368. | Spark plug with multi-layer firing tip | 11602169 | 11/20/2006 | 7671521 | 3/2/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
369. | Spark plug having a ceramic insulator with improved high temperature electrical properties | 11611946 | 12/18/2006 | 7799717 | 9/21/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
370. | Self-curling knitted sleeve and method of fabrication | 11616983 | 12/28/2006 | 7395680 | 7/8/2008 | Granted | Federal-Mogul LLC and Federal-Mogul World Wide, Inc. | |||||||
371. | Self-adhesive protective substrate | 11617686 | 12/28/2006 | 8455080 | 6/4/2013 | Granted | Federal-Mogul World Wide, Inc. | |||||||
372. | Heat shield having locating and retention features | 11619736 | 1/4/2007 | 8186325 | 5/29/2012 | Granted | Federal-Mogul World Wide, Inc. |
30
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
373. | Ignition device having an electrode with a platinum firing tip and method of construction | 11624272 | 1/18/2007 | 7923909 | 4/12/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
374. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 11642210 | 12/20/2006 | 7858547 | 12/28/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
375. | Fabric for end fray resistance and protective sleeves formed therewith and methods of construction | 11654943 | 1/18/2007 | 8273429 | 9/25/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
376. | Laser welded multi-layered steel gasket assembly | 11679955 | 2/28/2007 | 7374176 | 5/20/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
377. | Protective sleeve fabricated with hybrid yarn having wire filaments and methods of construction | 11684984 | 3/12/2007 | 7576286 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
378. | Powder metal friciton stir welding tool and method of manufacture thereof | 11689675 | 3/22/2007 | 7837082 | 11/23/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
379. | Protection shield positioning assembly and positioning device therefor and method of use | 11691541 | 3/27/2007 | 8263866 | 9/11/2012 | Granted | Federal Mogul World Wide, Inc. | |||||||
380. | Cylinder liner and methods construction thereof and improving engine performance therewith | 11695638 | 4/3/2007 | 7438038 | 10/21/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
381. | End fray solution for textile structure | 11696043 | 4/3/2007 | 7858164 | 12/28/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
382. | Piston assembly and wrist pin therefor providing a method of controlling rotation of the wrist pin within corresponding piston pin bores and connecting rod wrist pin bore | 11696278 | 4/4/2007 | 7603944 | 10/20/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
383. | Spark plug having spark portion provided with a base material and a protective material | 11697124 | 4/5/2007 | 7569979 | 8/4/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
384. | Non-woven self-wrapping acoustic sleeve and method of construction thereof | 11697836 | 4/9/2007 | 7523532 | 4/28/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
385. | Low profile textile wire bundler sleeve | 11712650 | 3/1/2007 | 7600539 | 10/13/2009 | Granted | Federal-Mogul LLC and Federal Mogul World Wide, Inc. | |||||||
386. | Spark plug | 11745736 | 5/8/2007 | 7598661 | 10/6/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
387. | Spark plug with an improved seal | 11763786 | 6/15/2007 | 7969077 | 6/28/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
388. | Electrode for an ignition device | 11764528 | 6/18/2007 | 7823556 | 11/2/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
389. | Small diameter/long reach spark plug with rimmed hemispherical sparking tip | 11765032 | 6/19/2007 | 7589460 | 9/15/2009 | Granted | Federal-Mogul World Wide, Inc. |
31
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
390. | Small diameter/long reach spark plug with improved insulator design | 11765051 | 6/19/2007 | 7573185 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
391. | Small diameter/long reach spark plug | 11765060 | 6/19/2007 | 7508121 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
392. | Spark plug with fine wire ground electrode | 11765179 | 6/19/2007 | 7808165 | 10/5/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
393. | Cylinder liner and method construction thereof | 11766898 | 6/22/2007 | 7617805 | 11/17/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
394. | Sleeve bearing assembly and method of construction | 11769354 | 6/27/2007 | 8152380 | 4/10/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
395. | Articulated piston skirt | 11772869 | 7/3/2007 | 7383808 | 6/10/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
396. | Metal gasket | 11773200 | 7/3/2007 | 7708842 | 5/4/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
397. | Radial seal and method of making | 11774233 | 7/6/2007 | 8029714 | 10/4/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
398. | One piece shell high thread spark plug | 11833810 | 8/3/2007 | 7795791 | 9/14/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
399. | Small end con rod guidance piston | 11835489 | 8/8/2007 | 7647911 | 1/19/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
400. | Lateral sealing gasket and method | 11839056 | 8/15/2007 | 7828302 | 11/9/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
401. | Unitized seal assembly having soft retention and debris expulsion features | 11853861 | 9/12/2007 | 7909333 | 3/22/2011 | Granted | Federal Mogul World Wide, Inc. | |||||||
402. | Two-piece connector for flat blade windshield wiper | 11858641 | 9/20/2007 | 7523522 | 4/28/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
403. | Contour flat blade packaging design | 11859319 | 9/21/2007 | 7690509 | 4/6/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
404. | Flame-retardant compound and method of forming a continuous material therefrom | 11859428 | 9/21/2007 | 8268916 | 9/18/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
405. | Ignition device having an induction welded and laser weld reinforced firing tip and method of construction | 11861834 | 9/26/2007 | 8026654 | 9/27/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
406. | Lightweight armor and methods of making | 11862441 | 9/27/2007 | 8689671 | 4/8/2014 | Granted | Federal-Mogul World Wide, Inc. | |||||||
407. | Wiring system | 11872207 | 10/15/2007 | 7690950 | 4/6/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
408. | Manifold gasket having pushrod guide | 11877362 | 10/23/2007 | 8292303 | 10/23/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
409. | Wiper arm assembly having a locking catch | 11877929 | 10/24/2007 | 7996952 | 8/16/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
410. | Wiper arm assembly having a locking member | 11923311 | 10/24/2007 | 8037569 | 10/18/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
411. | Wiper arm assembly having a locking tab | 11926229 | 10/29/2007 | 7971313 | 7/5/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
412. | Wiper arm assembly having locking surfaces | 11926344 | 10/29/2007 | 8042219 | 10/25/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
413. | Wiper arm assembly having locking arms | 11926543 | 10/29/2007 | 7992249 | 8/9/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
414. | Gasket assembly having isolated compression limiting device | 11927221 | 10/29/2007 | 8720906 | 5/13/2014 | Granted | Federal-Mogul LLC | |||||||
415. | Multi-branch junction overwrap | 11933767 | 11/1/2007 | RE41348 | 5/25/2010 | Granted | Federal Mogul World Wide, Inc. | |||||||
416. | Static gasket | 11936409 | 11/7/2007 | 7806413 | 10/5/2010 | Granted | Federal-Mogul LLC |
32
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
417. | Static gasket | 11936489 | 11/7/2007 | 7866670 | 1/11/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
418. | Transitional lighting system for vehicle interior | 11936995 | 11/8/2007 | 7800483 | 9/21/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
419. | Piston having twisted skirt panels | 11937276 | 11/8/2007 | 7895937 | 3/1/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
420. | Vented socket | 11938549 | 11/12/2007 | 7618275 | 11/17/2009 | Granted | Federal-Mogul LLC | |||||||
421. | Nonwoven panel and method of construction thereof | 11971484 | 1/9/2008 | 7744143 | 6/29/2010 | Granted | Federal Mogul Powertrain LLC | |||||||
422. | Shaft seal having integrated removal feature | 12019752 | 1/25/2008 | 8011671 | 9/6/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
423. | Piston with pin bore lubrication features | 12019817 | 1/25/2008 | 7845269 | 12/7/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
424. | Multi-use container for engine maintenance kit | 12022232 | 1/30/2008 | 9243750 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
425. | Metallic cylinder head gasket | 12023339 | 1/31/2008 | 8100409 | 1/24/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
426. | Method of aligning a thrust bearing | 12030384 | 2/13/2008 | 8042272 | 10/25/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
427. | 14 mm extension spark plug | 12044155 | 3/7/2008 | 7825573 | 11/2/2010 | Granted | Federal-Mogul Ignition Company | |||||||
428. | Dynamic shaft seal and method of installation thereof | 12044252 | 3/7/2008 | 8052152 | 11/8/2011 | Granted | Federal Mogul Corporation | |||||||
429. | Metal gasket | 12045215 | 3/10/2008 | 8470098 | 6/25/2013 | Granted | Federal-Mogul LLC | |||||||
430. | Process and apparatus for plating articles | 12092185 | 10/13/2008 | 8057644 | 11/15/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
431. | Piston mold assembly and method of constructing a piston therewith | 12102379 | 4/14/2008 | 7891403 | 2/22/2011 | Granted | Federal-Mogul Powertrain LLC | |||||||
432. | Small-diameter spark plug with resistive seal | 12121821 | 5/16/2008 | 8013502 | 9/6/2011 | Granted | Federal-Mogul LLC | |||||||
433. | Ball joint assembly and method of making | 12124215 | 5/21/2008 | 9476447 | 10/25/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
434. | Spoilerless flat wiper blade assembly | 12124623 | 5/21/2008 | 7992248 | 8/9/2011 | Granted | Federal-Mogul LLC | |||||||
435. | Piston and internal combustion engine therewith and method of constructing the piston | 12138660 | 6/13/2008 | 8020530 | 9/20/2011 | Granted | Federal-Mogul LLC | |||||||
436. | Cone adaptor for ball joint studs, tie rods, sway bar links and the like | 12139177 | 6/13/2008 | 7837407 | 11/23/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
437. | Zero radial play idler arm bracket bearing | 12141590 | 6/18/2008 | 8770846 | 7/8/2014 | Granted | Federal-Mogul Chassis LLC | |||||||
438. | Method of making disc brake pads | 12184455 | 8/1/2008 | 8151433 | 4/10/2012 | Granted | Federal-Mogul Products, Inc. | |||||||
439. | Brake pad | 12184606 | 8/1/2008 | 8505698 | 8/13/2013 | Granted | Federal-Mogul Products, Inc. | |||||||
440. | Piston with a skirt having oil flow slots | 12190256 | 8/12/2008 | 8042453 | 10/25/2011 | Granted | Federal-Mogul LLC | |||||||
441. | Electrical junction assembly for wiring harness | 12194959 | 8/20/2008 | 8003888 | 8/23/2011 | Granted | Federal-Mogul Ignition Company | |||||||
442. | Thermal protection sleeve with knit thermal protection features and method of construction thereof | 12196715 | 8/22/2008 | 7874184 | 1/25/2011 | Granted | Federal-Mogul Powertrain LLC | |||||||
443. | Ceramic electrode, ignition device therewith and methods of construction thereof | 12200244 | 8/28/2008 | 8044561 | 10/25/2011 | Granted | Federal-Mogul Ignition Company |
33
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
444. | Ceramic electrode and ignition device therewith | 12201567 | 8/29/2008 | 7816845 | 10/19/2010 | Granted | Federal Mogul Ignition Company | |||||||
445. | Composite ceramic electrode and ignition device therewith | 12201590 | 8/29/2008 | 8044565 | 10/25/2011 | Granted | Federal-Mogul Ignition Company | |||||||
446. | Molded electrical socket | 12243245 | 10/1/2008 | 8342727 | 1/1/2013 | Granted | Federal-Mogul Ignition Company | |||||||
447. | Pinless piston and connecting rod assembly | 12244355 | 10/2/2008 | 8100048 | 1/24/2012 | Granted | Federal-Mogul LLC | |||||||
448. | Friction material for brakes | 12245253 | 10/3/2008 | 8172051 | 5/28/2013 | Granted | Federal-Mogul Products, Inc. | |||||||
449. | Non-contact labyrinth seal assembly and method of construction thereof | 12273995 | 11/19/2008 | 8342535 | 1/1/2013 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
450. | Multilayer protective textile sleeve and method of construction | 12349264 | 1/6/2009 | 9028937 | 5/12/2015 | Granted | Federal Mogul Powertrain LLC | |||||||
451. | Electrode for an ignition device | 12351240 | 1/9/2009 | 7707985 | 5/4/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
452. | Multilayer static gasket with bead compression limiter | 12370253 | 2/12/2009 | 8632077 | 1/21/2014 | Granted | Federal-Mogul LLC | |||||||
453. | Pivot socket with cartridge bearing and vehicle steering linkage therewith | 12371051 | 2/13/2009 | 8342769 | 1/1/2013 | Granted | Federal-Mogul LLC | |||||||
454. | Ball joint with spacer cup | 12372038 | 2/17/2009 | 7600940 | 10/13/2009 | Granted | Federal-Mogul LLC | |||||||
455. | Protective textile sleeve having high edge abrasion resistance and method of construction | 12392156 | 2/25/2009 | 8701716 | 4/22/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
456. | Tie rod end with friction reducing coating | 12399460 | 3/6/2009 | 8747012 | 6/10/2014 | Granted | Federal-Mogul LLC | |||||||
457. | Spark plug with multi-layer firing tip | 12410847 | 3/25/2009 | 7948159 | 5/24/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
458. | Non-woven self-wrapping acoustic sleeve and method of construction thereof | 12410947 | 3/25/2009 | 7754301 | 7/13/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
459. | Powdered metal alloy composition for wear and temperature resistance applications and method of producing same | 12419683 | 4/7/2009 | 9546412 | 1/17/2017 | Granted |
Federal-Mogul LLC and La Corporation De Lecole Polytechnique De Montreal |
|||||||
460. | Piston having a central cooling gallery with a contoured flange | 12434713 | 5/4/2009 | 8065985 | 11/29/2011 | Granted | Federal-Mogul LLC | |||||||
461. | Powder metal ultrasonic welding tool and method of manufacture thereof | 12435261 | 5/4/2009 | 8196797 | 6/12/2012 | Granted | Federal-Mogul LLC | |||||||
462. | Head lamp assembly and accent lighting therefor | 12480188 | 6/8/2009 | 8066416 | 11/29/2011 | Granted | Federal-Mogul Ignition Company | |||||||
463. | Method of constructing a low torque shaft seal | 12482562 | 6/11/2009 | 7959840 | 6/14/2011 | Granted | Federal-Mogul LLC | |||||||
464. | Wrist pin, connecting rod, piston and piston assembly therewith and methods of constructing and assembling the same | 12488853 | 6/22/2009 | 8286607 | 10/16/2012 | Granted | Federal-Mogul LLC | |||||||
465. | Method of forming piston pin holes and boring system therefor | 12490616 | 6/24/2009 | 8506215 | 8/13/2013 | Granted | Federal-Mogul LLC |
34
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
466. | Piston skirt with friction reducing oil recess and oil reservoir | 12500291 | 7/9/2009 | 8356550 | 1/22/2013 | Granted | Federal-Mogul LLC | |||||||
467. | Ignition coil with spaced secondary sector windings | 12541425 | 8/14/2009 | 7969268 | 6/28/2011 | Granted | Federal Mogul Ignition Company | |||||||
468. | Extension-type spark plug | 12541442 | 8/14/2009 | 8164241 | 4/24/2012 | Granted | Federal Mogul Ignition Company | |||||||
469. | Self-wrapping textile sleeve with protective coating and method of construction thereof | 12553231 | 9/3/2009 | 8747582 | 6/10/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
470. | Protective sleeve fabricated with hybrid yarn, hybrid yarn, and methods of construction thereof | protective sleeve fabricated with hybrid yard, hybrid yarn, and methods of construction thereof | 12554454 | 9/4/2009 | 8283563 | 10/9/2012 | Granted | Federal-Mogul Powertrain LLC | |||||||
471. | Method for forming layered heating element for glow plug | 12563625 | 9/21/2009 | 8079136 | 12/20/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
472. | Substrate and rubber composition and method of making the composition | 12571083 | 9/30/2009 | 8182646 | 5/22/2012 | Granted | Federal-Mogul LLC | |||||||
473. | Sheet metal joint | 12573372 | 10/5/2009 | 8281475 | 10/9/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
474. | Ignitor for air/fuel mixture and engine therewith and method of assembly thereof into a cylinder head | 12573380 | 10/5/2009 | 8365710 | 2/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
475. | Iron-based sintered powder metal for wear resistant applications | 12579772 | 10/15/2009 | 8257462 | 9/4/2012 | Granted | Federal-Mogul LLC | |||||||
476. | Spark plug having a plastic upper insulator and method of construction | 12581539 | 10/19/2009 | 8680758 | 3/25/2014 | Granted | Federal-Mogul Ignition Company | |||||||
477. | Piston with a skirt having oil flow slots and method of construction thereof | 12617772 | 11/13/2009 | 8474366 | 7/2/2013 | Granted | Federal-Mogul LLC | |||||||
478. | Concentric knurl ball joint | 12630357 | 12/3/2009 | 9446644 | 9/20/2016 | Granted | Federal-Mogul LLC | |||||||
479. | Spark ignition device for an internal combustion engine and central electrode assembly therefor | 12638597 | 12/15/2009 | 8707922 | 4/29/2014 | Granted | Federal-Mogul Ignition Company | |||||||
480. | Fabrication of topical stopper on head gasket by active matrix electrochemical deposition | 12641772 | 12/18/2009 | 9163321 | 10/20/2015 | Granted | Federal-Mogul World Wide, Inc. | |||||||
481. | Reinforced dual gallery piston and method of construction | 12646227 | 12/23/2009 | 8327537 | 12/11/2012 | Granted | Federal-Mogul LLC | |||||||
482. | Flexible ignitor assembly for air/fuel mixture and method of construction thereof | 12685825 | 1/12/2010 | 8151781 | 4/10/2012 | Granted | Federal Mogul Ignition Company | |||||||
483. | Igniter system for igniting fuel | 12686251 | 1/12/2010 | 8434443 | 5/7/2013 | Granted | Federal-Mogul Ignition Company |
35
36
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
506. | Spark plug including high temperature performance electrode | 12837026 | 7/15/2010 | 8575829 | 11/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
507. | Tri-layer knit fabric, thermal protective members formed therefrom and methods of construction thereof | 12838816 | 7/19/2010 | 8434333 | 5/7/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
508. | Piston assembly transportation and installation apparatus and methods of transporting and installing a piston assembly therewith | 12849097 | 8/3/2010 | 8640314 | 2/4/2014 | Granted | Federal-Mogul LLC | |||||||
509. | Low thermal conductivity piston and method of construction thereof | 12851654 | 8/6/2010 | 8863718 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
510. | Bimetallic static gasket and method of construction thereof | 12854626 | 8/11/2010 | 9518660 | 12/13/2016 | Granted | Federal-Mogul LLC | |||||||
511. | Spark plug including electrodes with low swelling rate and high corrosion resistance | 12855229 | 8/12/2010 | 8288927 | 10/16/2012 | Granted | Federal-Mogul Ignition Company | |||||||
512. | Fire resistant textile sleeve and methods of construction thereof and providing fire protection therewith | 12856919 | 8/16/2010 | Pending | Federal Mogul Powertrain LLC | |||||||||
513. | Cylinder head gasket assembly | 12859398 | 8/19/2010 | 8695986 | 4/15/2014 | Granted | Federal-Mogul LLC | |||||||
514. | Alumina ceramic for spark plug insulator | 12869259 | 8/26/2010 | 8614542 | 12/24/2013 | Granted | Federal-Mogul Ignition Company | |||||||
515. | Monobloc piston with a low friction skirt | 12869906 | 8/27/2010 | Pending; on appeal | Federal-Mogul LLC | |||||||||
516. | Light assembly for a vehicle | 12872951 | 8/31/2010 | 8235569 | 8/7/2012 | Granted | Federal-Mogul LLC | |||||||
517. | Dynamic radial shaft seal assembly with combination dust exclusion thrust pad | 12886099 | 9/20/2010 | 8439363 | 5/14/2013 | Granted | Federal-Mogul LLC | |||||||
518. | Steel piston with cooling gallery and method of construction thereof | 12896202 | 10/1/2010 | 8807109 | 8/19/2014 | Granted | Federal-Mogul LLC | |||||||
519. | Flexible textile sleeve with end fray resistant, protective coating and method of construction thereof | 12900105 | 10/7/2010 | 9548596 | 1/17/2017 | Granted | Federal Mogul Powertrain LLC | |||||||
520. | Powder metal friction stir welding tool and method of manufacture thereof | 12916685 | 11/1/2010 | 8157156 | 4/17/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
521. | Low profile, wrappable elongate members spacer and method of maintaining elongate members in fixed, spaced relative relation | 12942309 | 11/9/2010 | 9062802 | 6/23/2015 | Granted | Federal Mogul Powertrain LLC | |||||||
522. | Piston with blow-by feature and method of preventing catastrophic failure to an internal combustion engine | 12943283 | 11/10/2010 | 8635943 | 1/28/2014 | Granted | Federal-Mogul LLC |
37
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
523. | Wrappable textile sleeve with integral attachment and closure device | 12953788 | 11/24/2010 | 8367182 | 2/5/2013 | Granted | Federal Mogul Powertrain LLC | |||||||
524. | Electrode material for a spark plug | 12954011 | 11/24/2010 | 8274203 | 9/25/2012 | Granted | Federal-Mogul Ignition Company | |||||||
525. | Spark plug with volume-stable electrode material | 12954061 | 11/24/2010 | 8492963 | 7/23/2013 | Granted | Federal-Mogul Ignition Company | |||||||
526. | Spark plug with platinum-based electrode material | 12954262 | 11/24/2010 | 8274204 | 9/25/2012 | Granted | Federal-Mogul Ignition Company | |||||||
527. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 12957757 | 12/1/2010 | 8012898 | 9/6/2011 | Granted | Federal-Mogul World Wide, Inc. | |||||||
528. | Gasket assembly with improved locating and retention pin and method of construction thereof | 12972907 | 12/20/2010 | 8833771 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
529. | Corona igniter with magnetic screening | 13006555 | 1/14/2011 | 8839752 | 9/23/2014 | Granted | Federal-Mogul LLC | |||||||
530. | Piston mold assembly and method of constructing a piston therewith | 13008250 | 1/18/2011 | 8235090 | 8/7/2012 | Granted | Federal-Mogul Powertrain LLC | |||||||
531. | Piston having twisted skirt panels | 13010149 | 1/20/2011 | 8336446 | 12/25/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
532. | Illuminated vehicle cup holder assembly | 13018506 | 2/1/2011 | 8485680 | 7/16/2013 | Granted | Federal-Mogul Ignition Company | |||||||
533. | Illuminated monolithic cup holder assembly and method | 13025237 | 2/11/2011 | 8585264 | 11/19/2013 | Granted | Federal-Mogul Ignition Company | |||||||
534. | Radial shaft seal, radial shaft seal assembly and method of installation | 13042533 | 3/8/2011 | 9062773 | 6/23/2015 | Granted | Federal-Mogul LLC | |||||||
535. | Multi-spectral imaging system and method of surface inspection therewith | 13052431 | 3/21/2011 | 9128036 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
536. | Multilayer metal gasket with bead on stopper | 13086481 | 4/14/2011 | Pending | Federal-Mogul LLC | |||||||||
537. | Multilayer metal gasket | 13091191 | 4/21/2011 | 8556271 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
538. | Reduced profile lamp having enhanced illumination and method of construction thereof | 13091198 | 4/21/2011 | 9168864 | 10/27/2015 | Granted | Federal-Mogul Ignition Company | |||||||
539. | Hydrodynamic seal with increased flexibility sealing element | 13099474 | 5/3/2011 | 8459654 | 6/11/2013 | Granted | Federal-Mogul LLC | |||||||
540. | Non-woven, self-wrapping thermal sleeve and method of construction thereof | 13104508 | 5/10/2011 | Pending; on appeal | Federal Mogul Powertrain LLC | |||||||||
541. | Main bearing for engine with high belt load | 13110482 | 5/18/2011 | 8608385 | 12/17/2013 | Granted | Federal-Mogul LLC | |||||||
542. | Steel piston with cooling gallery and method of construction thereof | 13112772 | 5/20/2011 | Pending | Federal-Mogul LLC | |||||||||
543. | Igniter assembly including arcing reduction features | 13116269 | 5/26/2011 | 8890397 | 11/18/2014 | Granted | Federal-Mogul Ignition Company |
38
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
544. | Technique for cylindrical part inner surface inspection | 13153897 | 6/6/2011 | 9170210 | 10/27/2015 | Granted | Federal-Mogul LLC | |||||||
545. | Emi connector ferrule and assembly combination therewith | 13160613 | 6/15/2011 | 8540531 | 9/24/2013 | Granted | Federal Mogul Powertrain LLC | |||||||
546. | Flame-retardant compound, continuous materials and products constructed therefrom and methods of manufacture thereof | 13162006 | 6/16/2011 | 8697786 | 4/15/2014 | Granted | Federal Mogul Powertrain LLC | |||||||
547. | Radial shaft seal, radial shaft seal assembly and method of installation | 13162646 | 6/17/2011 | 8556270 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
548. | Method of forming a tubular member | 13176835 | 7/6/2011 | 9452464 | 9/27/2016 | Granted | Federal-Mogul LLC | |||||||
549. | Method of assembling a wiper blade | 13180618 | 7/12/2011 | 8720033 | 5/13/2014 | Granted | Federal-Mogul LLC | |||||||
550. | Method of constructing a wiper arm assembly having a locking arm | 13181004 | 7/12/2011 | 8286321 | 10/16/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
551. | Wiper arm assembly having a locking catch and method of construction | 13190834 | 7/26/2011 | 8720035 | 5/13/2014 | Granted | Federal-Mogul World Wide, Inc. | |||||||
552. | Electrode material for use with a spark plug | 13193121 | 7/28/2011 | 8436520 | 5/7/2013 | Granted | Federal-Mogul Ignition Company | |||||||
553. | Piston including a pair of cooling chambers | 13197813 | 8/4/2011 | 8544441 | 10/1/2013 | Granted | Federal-Mogul LLC | |||||||
554. | Non-kinking self-wrapping woven sleeve and method of construction thereof | 13210638 | 8/16/2011 | Pending | Federal Mogul Powertrain LLC . | |||||||||
555. | Method of assembling a small-diameter spark plug with resistive seal | 13211539 | 8/17/2011 | 8272909 | 9/25/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
556. | Friction material for brakes | 13212445 | 8/18/2011 | 8863917 | 10/21/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
557. | Radial shaft seal with dust exclusion and hydrodynamic sealing feature | 13215528 | 8/23/2011 | 8573602 | 11/5/2013 | Granted | Federal-Mogul LLC | |||||||
558. | Electrical arrangement of hybrid ignition device | 13222616 | 8/31/2011 | 8749945 | 6/10/2014 | Granted | Federal-Mogul Ignition Company | |||||||
559. | Sleeve bearing assembly and method of construction | 13224401 | 9/2/2011 | 8464427 | 6/18/2013 | Granted | Federal-Mogul World Wide, Inc. | |||||||
560. | Composite panel having bonded nonwoven and biodegradable resinous-fiber layers and method of construction thereof | 13236960 | 9/20/2011 | Pending |
Federal Mogul Powertrain LLC and E2e Materials |
|||||||||
561. | Led light module with light pipe and reflectors | 13238083 | 9/21/2011 | 8727574 | 5/20/2014 | Granted | Federal-Mogul LLC | |||||||
562. | Method of manufacturing a wiper arm assembly having a locking member | 13241866 | 9/23/2011 | 8443505 | 5/21/2013 | Granted | Federal-Mogul World Wide, Inc. | |||||||
563. | Ceramic electrode, ignition device therewith and methods of construction thereof | 13243543 | 9/23/2011 | 8471450 | 6/25/2013 | Granted | Federal-Mogul Ignition Company |
39
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
564. | Knit sleeve with knit barrier extension having a barrier therein and method of construction | 13249667 | 9/30/2011 | 8505339 | 8/13/2013 | Granted | Federal Mogul Powertrain LLC | |||||||
565. | Multilayer gasket with segmented integral stopper feature | 13267020 | 10/6/2011 | 8616557 | 12/31/2013 | Granted | Federal-Mogul LLC | |||||||
566. | Wear resistant lead free alloy sliding element method of making | 13267406 | 10/6/2011 | Pending; final rejection mailed | Federal-Mogul LLC | |||||||||
567. | Modular fracture plug and method of construction thereof | 13273514 | 10/14/2011 | 9133698 | 9/15/2015 | Granted | Federal-Mogul LLC | |||||||
568. | Spark plug with ceramic electrode tip | 13279418 | 10/24/2011 | 8614541 | 12/24/2013 | Granted | Federal-Mogul Ignition Company | |||||||
569. | Composite ceramic electrode and ignition device therewith | 13279862 | 10/24/2011 | 8384279 | 2/26/2013 | Granted | Federal-Mogul Ignition Company | |||||||
570. | Led lamp assembly with heat sink | 13281817 | 10/26/2011 | 8840291 | 9/23/2014 | Granted | Federal-Mogul Ignition Company | |||||||
571. | Non-thermal plasma ignition arc suppression | 13283666 | 10/28/2011 | 8729782 | 5/20/2014 | Granted | Federal-Mogul Ignition Company | |||||||
572. | Radial shaft seal, radial shaft seal assembly and method of installation | 13303242 | 11/23/2011 | 8950753 | 2/10/2015 | Granted | Federal-Mogul LLC | |||||||
573. | Piston with anti-carbon deposit coating and method of construction thereof | 13304895 | 11/28/2011 | 9169800 | 10/27/2015 | Granted | Federal-Mogul LLC | |||||||
574. | Brake lining for a drum brake assembly | 13307563 | 11/30/2011 | 8739947 | 6/3/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
575. | Powder metal component impregnated with ceria and/or yttria and method of manufacture | 13311123 | 12/5/2011 | 8962147 | 2/24/2015 | Granted | Federal-Mogul LLC | |||||||
576. | Integral lamp assembly and method of construction thereof | 13316898 | 12/12/2011 | Pending; on appeal | Federal-Mogul LLC | |||||||||
577. | Electron beam welded electrode for industrial spark plugs | 13324054 | 12/13/2011 | 9028289 | 5/12/2015 | Granted | Federal-Mogul Ignition Company | |||||||
578. | Corona ignition device having asymmetric firing tip | 13324069 | 12/13/2011 | 9103313 | 8/11/2015 | Granted | Federal-Mogul Ignition Company | |||||||
579. | Corona igniter having shaped insulator | 13325362 | 12/14/2011 | 9041273 | 5/26/2015 | Granted | Federal-Mogul Ignition Company | |||||||
580. | Corona igniter with improved corona control | 13325433 | 12/14/2011 | Pending; on appeal | Federal-Mogul Ignition Company | |||||||||
581. | Corona igniter including ignition coil with improved isolation | 13326897 | 12/15/2011 | 8638540 | 1/28/2014 | Granted | Federal-Mogul Ignition Company | |||||||
582. | Corona igniter having improved gap control | 13339737 | 12/29/2011 | 8839753 | 9/23/2014 | Granted | Federal-Mogul Ignition Company | |||||||
583. | Ruthenium-based electrode material for a spark plug | 13342709 | 1/3/2012 | 8471451 | 6/25/2013 | Granted | Federal-Mogul Ignition Company | |||||||
584. | Piston pin for heat dissipation | 13345851 | 1/9/2012 | 9103441 | 8/11/2015 | Granted | Federal-Mogul LLC |
40
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
585. | Corona ignition system having selective enhanced arc formation | 13349921 | 1/13/2012 | 8726871 | 5/20/2014 | Granted | Federal-Mogul Ignition Company | |||||||
586. | Spark plug having improved ground electrode orientation and method of forming | 13350140 | 1/13/2012 | 8866369 | 10/21/2014 | Granted | Federal-Mogul Ignition Company | |||||||
587. | Corona igniter having controlled location of corona formation | 13350456 | 1/13/2012 | 8844490 | 9/30/2014 | Granted | Federal-Mogul Ignition Company | |||||||
588. | Electrode material for a spark plug | 13355891 | 1/23/2012 | 8575830 | 11/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
589. | Method of testing seal lip bond strength to metal substrate and apparatus therefor | 13359721 | 1/27/2012 | 8919206 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
590. | Gasket with a compression limiter | 13362459 | 1/31/2012 | 9027935 | 5/12/2015 | Granted | Federal-Mogul LLC | |||||||
591. | Multilayer static gasket with secondary compression limiter | 13363714 | 2/1/2012 | 8556272 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
592. | Piston with enhanced cooling gallery | 13370609 | 2/10/2012 | 8955486 | 2/17/2015 | Granted | Federal-Mogul LLC | |||||||
593. | Piston with enhanced cooling gallery | 13370645 | 2/10/2012 | Pending; Board of Appeals Decision Rendered | Federal-Mogul LLC | |||||||||
594. | Piston with supplemental cooling gallery and internal combustion engine therewith | 13370695 | 2/10/2012 | 8662026 | 3/4/2014 | Granted | Federal-Mogul LLC | |||||||
595. | Piston and cooled piston ring therefor and method of construction thereof | 13370744 | 2/10/2012 | 8955487 | 2/17/2015 | Granted | Federal-Mogul LLC | |||||||
596. | Corona igniter with improved energy efficiency | 13402217 | 2/22/2012 | 8786392 | 7/22/2014 | Granted | Federal-Mogul Ignition Company | |||||||
597. | Electrode material for a spark plug | 13402437 | 2/22/2012 | 8760044 | 6/24/2014 | Granted | Federal-Mogul Ignition Company | |||||||
598. | Static gasket with wire compression limiter | 13404188 | 2/24/2012 | 8984750 | 3/24/2015 | Granted | Federal-Mogul LLC | |||||||
599. | Cylinder head gasket | 13412139 | 3/5/2012 | 8950754 | 2/10/2015 | Granted | Federal-Mogul LLC | |||||||
600. | Flexible ignitor assembly for air/fuel mixture and method of construction thereof | 13414129 | 3/7/2012 | 8474428 | 7/2/2013 | Granted | Federal-Mogul Ignition Company | |||||||
601. | Method of making disc brake pads | 13421218 | 3/15/2012 | 8689421 | 4/8/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
602. | Low torque radial shaft seal assembly | 13423365 | 3/19/2012 | 8800996 | 8/12/2014 | Granted | Federal-Mogul LLC | |||||||
603. | Radial shaft seal with static and hydrodynamic sealing features | 13426450 | 3/21/2012 | 9062774 | 6/23/2015 | Granted | Federal-Mogul LLC | |||||||
604. | Spark ignition device and ground electrode therefor and methods of construction thereof | 13427043 | 3/22/2012 | 8896194 | 11/25/2014 | Granted | Federal-Mogul Ignition Company | |||||||
605. | Powder metal friction stir welding tool and method of manufacture thereof | 13430022 | 3/26/2012 | 8534529 | 9/17/2013 | Granted | Federal-Mogul World Wide, Inc. |
41
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
606. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 13434700 | 3/29/2012 | 8539927 | 9/24/2013 | Granted | Federal-Mogul LLC | |||||||
607. | System and method for detecting arc formation in a corona discharge ignition system | 13438116 | 4/3/2012 | 9181920 | 11/10/2015 | Granted | Federal-Mogul Ignition Company | |||||||
608. | System and method for controlling arc formation in a corona discharge ignition system | 13438127 | 4/3/2012 | 8760067 | 6/24/2014 | Granted | Federal-Mogul Ignition Company | |||||||
609. | Piston and method of making a piston | 13446683 | 4/13/2012 | Pending | Federal-Mogul LLC | |||||||||
610. | Multilayer textile sleeve and method of construction thereof | 13450021 | 4/18/2012 | Pending | Federal-Mogul Powertrain LLC | |||||||||
611. | Substrate and rubber composition and method of making the composition | 13461009 | 5/1/2012 | 9382451 | 7/5/2016 | Granted | Federal-Mogul LLC | |||||||
612. | Heat shield having locating and retention features | 13469658 | 5/11/2012 | 8887687 | 11/18/2014 | Granted | Federal-Mogul World Wide, Inc. | |||||||
613. | Gasket with a compression limiter | 13475025 | 5/18/2012 | 8752841 | 6/17/2014 | Granted | Federal-Mogul LLC | |||||||
614. | Powder metal ultrasonic welding tool and method of manufacture thereof | 13476184 | 5/21/2012 | 8834595 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
615. | Metal gasket | 13488805 | 6/5/2012 | Pending | Federal-Mogul LLC | |||||||||
616. | Shaft seal assembly | 13492143 | 6/8/2012 | Pending | Federal-Mogul LLC | |||||||||
617. | Germanium containing coating for inner surfaces of cylinder liners | 13493215 | 6/11/2012 | 8919318 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
618. | Coated textile sleeve and method of construction thereof | 13523405 | 6/14/2012 | 8528456 | 9/10/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
619. | Spark plug electrode with nanocarbon enhanced copper core | 13524054 | 6/15/2012 | 8482188 | 7/9/2013 | Granted | Federal-Mogul Ignition Company | |||||||
620. | High temperature resistant weft knit textile sleeve and method of construction thereof | 13531768 | 6/25/2012 | Pending | Federal-Mogul Powertrain LLC | |||||||||
621. | Electrode material for a spark plug | 13533264 | 6/26/2012 | 8766519 | 7/1/2014 | Granted | Federal-Mogul Ignition Company | |||||||
622. | Corona igniter assembly including corona enhancing insulator geometry | 13534251 | 6/27/2012 | 8749126 | 6/10/2014 | Granted | Federal-Mogul Ignition Company | |||||||
623. | Spark plug electrode configuration | 13535505 | 6/28/2012 | 8519607 | 8/27/2013 | Granted | Federal-Mogul Ignition Company | |||||||
624. | Piston with an undercrown support feature | 13538653 | 6/29/2012 | 9046053 | 6/2/2015 | Granted | Federal-Mogul LLC | |||||||
625. | Piston outer panel mold and method of constructing a piston and forming an undercut cooling gallery of a piston therewith | 13544978 | 7/9/2012 | 8459332 | 6/11/2013 | Granted | Federal-Mogul LLC | |||||||
626. | Iron-based sintered powder metal for wear resistant applications | 13566432 | 8/3/2012 | 8801828 | 8/12/2014 | Granted | Federal-Mogul LLC |
42
43
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
644. | Spark plug electrode and spark plug manufacturing method | 13659297 | 10/24/2012 | 9004969 | 4/14/2015 | Granted | Federal-Mogul Ignition Company | |||||||
645. | Radial shaft seal, radial shaft seal assembly and method of installation | 13660766 | 10/25/2012 | 9175774 | 11/3/2015 | Granted | Federal-Mogul LLC | |||||||
646. | Piston assembly including a polymer coating with hard particles applied to sliding surfaces | 13661597 | 10/26/2012 | Pending; on appeal | Federal-Mogul LLC | |||||||||
647. | Coated piston and a method of making a coated piston | 13664778 | 10/31/2012 | 8863720 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
648. | Piston ring with a wear-resistant cobalt coating | 13673546 | 11/9/2012 | 9334960 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
649. | Piston having dual gallery, method of construction, and piston body portions thereof | 13677022 | 11/14/2012 | 9334957 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
650. | Windscreen wiper device | 13678863 | 11/16/2012 | Pending | Federal-Mogul LLC | |||||||||
651. | High modulus wear resistant gray cast iron for piston ring applications | 13688802 | 11/29/2012 | 9091345 | 7/28/2015 | Granted | Federal-Mogul LLC | |||||||
652. | One-piece piston with improved combustion bowl rim region and method of manufacture | 13708656 | 12/7/2012 | 9068531 | 6/30/2015 | Granted | Federal-Mogul LLC | |||||||
653. | Insulator strength by seat geometry | 13709237 | 12/10/2012 | 8643263 | 2/4/2014 | Granted | Federal-Mogul LLC | |||||||
654. | Thermally resistant convoluted sleeve and method of construction thereof | 13710148 | 12/10/2012 | 9297491 | 3/29/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
655. | Windscreen wiper device | 13713173 | 12/13/2012 | 9481343 | 11/1/2016 | Granted | Federal-Mogul LLC | |||||||
656. | Windscreen wiper device | 13714497 | 12/14/2012 | 9469276 | 10/18/2016 | Granted | Federal-Mogul LLC | |||||||
657. | Windscreen wiper device | 13714662 | 12/14/2012 | Pending | Federal-Mogul LLC | |||||||||
658. | Windscreen wiper device | 13714742 | 12/14/2012 | Pending | Federal-Mogul LLC | |||||||||
659. | Windscreen wiper device | 13714800 | 12/14/2012 | 9333947 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
660. | Windscreen wiper device | 13714987 | 12/14/2012 | 8997304 | 4/7/2015 | Granted | Federal-Mogul LLC | |||||||
661. | Windscreen wiper device | 13728280 | 12/27/2012 | 9180839 | 11/10/2015 | Granted | Federal-Mogul LLC | |||||||
662. | Elastomeric shaft seal formed without oven post curing | 13748752 | 1/24/2013 | 9086150 | 7/21/2015 | Granted | Federal-Mogul LLC | |||||||
663. | Enhanced braided sleeve and method of construction thereof | 13761049 | 2/6/2013 | 9394636 | 7/19/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
664. | Vehicle puddle lamp responsive to ground surface conditions | 13761815 | 2/7/2013 | 8922388 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
665. | Enhanced, lightweight acoustic scrim barrier | 13764443 | 2/11/2013 | 9027706 | 5/12/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
666. | Piston ring for an internal combustion engine | 13768196 | 2/15/2013 | Pending | Federal-Mogul LLC | |||||||||
667. | Piston ring for an internal combustion engine | 13768284 | 2/15/2013 | Pending | Federal-Mogul LLC |
44
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
668. | Piston ring for an internal combustion engine | 13768355 | 2/15/2013 | 9316312 | 4/19/2016 | Granted | Federal-Mogul LLC | |||||||
669. | Piston ring for an internal combustion engine | 13768435 | 2/15/2013 | Pending | Federal-Mogul LLC | |||||||||
670. | Piston ring for an internal combustion engine | 13768535 | 2/15/2013 | 9500280 | 11/22/2016 | Granted | Federal-Mogul LLC | |||||||
671. | Complex-shaped forged piston oil galleries | 13769751 | 2/18/2013 | 9334958 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
672. | Piston assembly for internal combustion engine | 13772022 | 2/20/2013 | 9004037 | 4/14/2015 | Granted | Federal-Mogul LLC | |||||||
673. | Wrappable end fray resistant protective textile sleeve and method of construction thereof | 13782813 | 3/1/2013 | 9091002 | 7/28/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
674. | Data collector for an internal engine component | 13784015 | 3/4/2013 | 8844341 | 9/30/2014 | Granted | Federal-Mogul LLC | |||||||
675. | Piston with anti-carbon deposit coating and method of construction thereof | 13786156 | 3/5/2013 | 9163579 | 10/20/2015 | Granted | Federal-Mogul LLC | |||||||
676. | Thermal spray applications using iron based alloy powder | 13790466 | 3/8/2013 | Pending |
Federal-Mogul LLC and La Corporation De Lecole Polytechnique De Montreal |
|||||||||
677. | Self-curling non-woven sleeve and method of construction thereof | 13793397 | 3/11/2013 | 9478954 | 10/25/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
678. | Engine piston | 13795361 | 3/12/2013 | Pending | Federal-Mogul LLC | |||||||||
679. | Emi shielding textile fabric, wrappable sleeve constructed therefrom and method of construction thereof | 13801633 | 3/13/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
680. | Cylinder liners with adhesive metallic layers and methods of forming the cylinder liners | 13801736 | 3/13/2013 | Pending | Federal-Mogul LLC | |||||||||
681. | Self-wrapping emi shielding textile sleeve and method of construction thereof | 13801889 | 3/13/2013 | 9277684 | 3/1/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
682. | End-fray resistant heat-shrinkable woven sleeve, assembly therewith and methods of construction thereof | 13803225 | 3/14/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
683. | Multi-pattern headlamp assembly and system | 13803337 | 3/14/2013 | 9108566 | 8/18/2015 | Granted | Federal-Mogul LLC | |||||||
684. | Control arm with socket | 13804571 | 3/14/2013 | 8925944 | 1/6/2015 | Granted | Federal-Mogul Products, Inc. | |||||||
685. | Elastic sealing member radially inwardly of primary sealing bead | 13804853 | 3/14/2013 | Pending | Federal-Mogul LLC | |||||||||
686. | Low tension piston rings and method for manufacturing the same | 13827255 | 3/14/2013 | 9261190 | 2/16/2016 | Granted | Federal-Mogul LLC | |||||||
687. | Multi-layer gasket | 13827828 | 3/14/2013 | Pending | Federal-Mogul LLC | |||||||||
688. | Hybrid ring welded cylinder head gasket | 13828024 | 3/14/2013 | 8960682 | 2/24/2015 | Granted | Federal-Mogul LLC | |||||||
689. | Shrink-fit ceramic center electrode | 13829405 | 3/14/2013 | 9030086 | 5/12/2015 | Granted | Federal-Mogul Ignition Company | |||||||
690. | Corrugated knit sleeve and method of construction thereof | 13836299 | 3/15/2013 | 9062396 | 6/23/2015 | Granted | Federal-Mogul Powertrain LLC |
45
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
691. | Flexible, abrasion resistant textile sleeve and method of construction thereof | 13837136 | 3/15/2013 | 8925592 | 1/6/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
692. | Powder metal compositions for wear and temperature resistance applications and method of producing same | 13837549 | 3/15/2013 | 9162285 | 10/20/2015 | Granted |
Federal-Mogul LLC and La Corporaiton De Lecole Polytechnique De Montreal |
|||||||
693. | Corona ignition device with improved electrical performance | 13843336 | 3/15/2013 | 9088136 | 7/21/2015 | Granted | Federal-Mogul LLC | |||||||
694. | Vehicle lamp socket assembly | 13843570 | 3/15/2013 | 9347637 | 5/24/2016 | Granted | Federal-Mogul LLC | |||||||
695. | Self-locating light source module | 13844536 | 3/15/2013 | 9285093 | 3/15/2016 | Granted | Federal-Mogul LLC | |||||||
696. | Electrode material for a spark plug | 13870631 | 4/25/2013 | Pending; on appeal | Federal-Mogul Ignition Company | |||||||||
697. | Method of making ruthenium-based material for spark plug electrode | 13898016 | 5/20/2013 | 8890399 | 11/18/2014 | Granted | Federal-Mogul Ignition Company | |||||||
698. | Ceramic electrode, ignition device therewith and methods of construction thereof | 13898898 | 5/21/2013 | 8901805 | 12/2/2014 | Granted | Federal-Mogul Ignition Company | |||||||
699. | Spark plug having a thin noble metal firing pad | 13908255 | 6/3/2013 | 9130356 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
700. | Radial shaft seal and assembly therewith | 13909874 | 6/4/2013 | 8955849 | 2/17/2015 | Granted | Federal-Mogul LLC | |||||||
701. | Method of manufacturing a ruthenium-based spark plug electrode material into a desired form and a ruthenium-based material for use in a spark plug | 13922632 | 6/20/2013 | 8979606 | 3/17/2015 | Granted | Federal-Mogul Ignition Company | |||||||
702. | Metal gasket | 13925038 | 6/24/2013 | Pending | Federal-Mogul LLC | |||||||||
703. | Electrode material for a spark plug | 13943423 | 7/16/2013 | 9231380 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
704. | Piston with oil cooling passage and method of construction thereof | 13946866 | 7/19/2013 | 9062768 | 6/23/2015 | Granted | Federal-Mogul LLC | |||||||
705. | Wrappable protective sleeve with closure and locating feature and methods of construction and use thereof | 13952441 | 7/26/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
706. | Spark plug with combustion sensor | 13957025 | 8/1/2013 | 9304059 | 4/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
707. | Spark plug having firing pad | 13962496 | 8/8/2013 | Pending | Federal-Mogul Ignition Company | |||||||||
708. | Method of forming piston pin holes and boring system therefor | 13963525 | 8/9/2013 | 8926239 | 1/6/2015 | Granted | Federal-Mogul LLC | |||||||
709. | Piston including a pair of cooling chambers | 14013349 | 8/29/2013 | 8869768 | 10/28/2014 | Granted | Federal-Mogul LLC | |||||||
710. | Welding system for attaching firing tips to spark plug electrodes | 14028269 | 9/16/2013 | 9573218 | 2/21/2017 | Granted | Federal-Mogul Ignition Company |
46
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
711. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 14030291 | 9/18/2013 | 9353863 | 5/31/2016 | Granted | Federal-Mogul LLC | |||||||
712. | Steel piston with counter-bore design | 14030530 | 9/18/2013 | 9291120 | 3/22/2016 | Granted | Federal-Mogul LLC | |||||||
713. | Ball joint with improved upper bearing and method of construction thereof | 14036119 | 9/25/2013 | 9316250 | 4/19/2016 | Granted | Federal-Mogul Products, Inc. | |||||||
714. | Reduced compression height piston and piston assembly therewith and methods of construction thereof | 14040259 | 9/27/2013 | 9127618 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
715. | Wrappable laminated textile sleeve with enhanced flexibility and method of reducing cracking in a foil layer of a wrappable textile sleeve | 14043663 | 10/1/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
716. | Piston assembly and method of making a piston | 14049622 | 10/9/2013 | 9127616 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
717. | Bi-material strip and a method of bonding strips of different materials together | 14050501 | 10/10/2013 | 9108275 | 8/18/2015 | Granted | Federal-Mogul LLC | |||||||
718. | Chemical vapor deposition of wear resistant coatings onto piston ring running face, side face, and inner diameter in one coating run | 14051696 | 10/11/2013 | Pending | Federal-Mogul LLC | |||||||||
719. | Spark plug having firing pad | 14056536 | 10/17/2013 | 9318879 | 4/19/2016 | Granted | Federal-Mogul Ignition Company | |||||||
720. | Powder resin layered nonwoven material and method of construction thereof | 14070237 | 11/1/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
721. | Piston with a cooling gallery partially filled with a thermally conductive metal-containing composition | 14070839 | 11/4/2013 | 9127619 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
722. | Extruded insulator for spark plug and method of making the same | 14076840 | 11/11/2013 | Pending | Federal-Mogul Ignition Company | |||||||||
723. | High strength low friction engineered material for bearings and other applications | 14085181 | 11/20/2013 | 9366290 | 6/14/2016 | Granted | Federal-Mogul LLC | |||||||
724. | Spark plug with ceramic electrode tip | 14085293 | 11/20/2013 | 8933617 | 1/13/2015 | Granted | Federal-Mogul Ignition Company | |||||||
725. | Coaxial cable and method of construction thereof | 14102180 | 12/10/2013 | Pending |
Federal-Mogul Powertrain LLC and Acome Societe Cooperative Et Participative Societe Anonyme Cooperative De Production A Capital Variable |
47
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
726. | Multilayer static gasket with bead compression limiter | 14108709 | 12/17/2013 | 8783692 | 7/22/2014 | Granted | Federal-Mogul LLC | |||||||
727. | Protective textile sleeve having high edge abrasion resistance and method of construction | 14109601 | 12/17/2013 | 9228278 | 1/5/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
728. | Distributed lighting assembly | 14132201 | 12/18/2013 | 9243780 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
729. | Intra-event control strategy for corona ignition systems | 14138228 | 12/23/2013 | 9466953 | 10/11/2016 | Granted | Federal-Mogul Ignition Company | |||||||
730. | Inter-event control strategy for corona ignition systems | 14138249 | 12/23/2013 | 9318881 | 4/19/2016 | Granted | Federal-Mogul Ignition Company | |||||||
731. | Piston and method of making a piston | 14159729 | 1/21/2014 | Pending; on appeal | Federal-Mogul LLC | |||||||||
732. | Piston assembly transportation and installation apparatus and methods of transporting and installing a piston assembly therewith | 14164535 | 1/27/2014 | 9297421 | 3/29/2016 | Granted | Federal-Mogul LLC | |||||||
733. | Spark plug having firing pad | 14166145 | 1/28/2014 | 9041274 | 5/26/2015 | Granted | Federal-Mogul Ignition Company | |||||||
734. | Non-kinking self-wrapping woven sleeve and method of construction thereof | 14172715 | 2/4/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
735. | Electrode core material for spark plugs | 14173451 | 2/5/2014 | 9083156 | 7/14/2015 | Granted | Federal-Mogul Ignition Company | |||||||
736. | Cylinder head gasket with compression control features | 14179934 | 2/13/2014 | 9243584 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
737. | Cylinder head gasket for high load and motion applications | 14179961 | 2/13/2014 | Pending | Federal-Mogul LLC | |||||||||
738. | Method of capacitive discharge welding firing tip to spark plug electrode | 14180745 | 2/14/2014 | 9130357 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
739. | Main seal for a heavy-duty vehicle wheel end assembly | 14190199 | 2/26/2014 | Pending |
Federal-Mogul LLC and Hendrickson USA L.L.C. |
|||||||||
740. | Method of manufacturing spark plug electrode material | 14193914 | 2/28/2014 | 9130358 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
741. | Heat-shrunk textile sleeve with extended electro-functional yarn and method of construction thereof | 14198288 | 3/5/2014 | 9290876 | 3/22/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
742. | Spark plug having multi-layer sparking component attached to ground electrode | 14201335 | 3/7/2014 | 9368943 | 6/14/2016 | Granted | Federal-Mogul Ignition Company |
48
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
743. | Wrappable textile sleeve with extendable electro-functional yarn leads and method of construction thereof | 14203162 | 3/10/2014 | 9127381 | 9/8/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
744. | Spark plug with laser keyhole weld attaching ground electrode to shell | 14204281 | 3/11/2014 | 9048635 | 6/2/2015 | Granted | Federal-Mogul Ignition Company | |||||||
745. | Wrappable textile sleeve having supplemental lace closure and method of construction thereof | 14204294 | 3/11/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
746. | Spark plug and method of manufacturing the same | 14206121 | 3/12/2014 | 8937427 | 1/20/2015 | Granted | Federal-Mogul Ignition Company | |||||||
747. | Wear resistant piston ring coating | 14208135 | 3/13/2014 | Pending | Federal-Mogul LLC | |||||||||
748. | Piston and method of construction thereof | 14209201 | 3/13/2014 | 9212621 | 12/15/2015 | Granted | Federal-Mogul LLC | |||||||
749. | Warp knit wrappable sleeve with extendable electro-functional yarns and method of construction thereof | 14209340 | 3/13/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
750. | Self-wrappable eptfe textile sleeve and method of construction thereof | 14209563 | 3/13/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
751. | Vehicle brake lighting | 14210636 | 3/14/2014 | Pending | Federal-Mogul LLC | |||||||||
752. | High voltage connection sealing method for corona ignition coil | 14215375 | 3/17/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
753. | Wear protection features for corona igniter | 14215540 | 3/17/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
754. | Engine spacer plate gasket | 14215796 | 3/17/2014 | 9441574 | 9/13/2016 | Granted | Federal-Mogul LLC | |||||||
755. | Method for drying seal materials for ignition devices | 14216094 | 3/17/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
756. | Moldable nonwoven having high strength to weight ratio for structural components and method of construction thereof | 14216444 | 3/17/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
757. | Scavenger pump seal and radial shaft seal assembly therewith | 14216640 | 3/17/2014 | Pending | Federal-Mogul LLC | |||||||||
758. | Spark ignition device for an internal combustion engine and central electrode assembly therefore | 14223216 | 3/24/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
759. | Wear resistant lead free alloy bushing and method of making | 14223513 | 3/24/2014 | Pending | Federal-Mogul LLC | |||||||||
760. | Piston made using additive manufacturing techniques | 14245138 | 4/4/2014 | Pending | Federal-Mogul LLC | |||||||||
761. | Windscreen wiper device | 14252296 | 4/14/2014 | Pending | Federal-Mogul LLC | |||||||||
762. | Corona ignition with hermetic combustion seal | 14269448 | 5/5/2014 | Pending | Federal-Mogul Ignition Company |
49
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
763. | Corona ignition system having selective enhanced arc formation | 14271817 | 5/7/2014 | 8869766 | 10/28/2014 | Granted | Federal-Mogul Ignition Company | |||||||
764. | Self-wrapping textile sleeve with protective coating and method of construction thereof | 14278798 | 5/15/2014 | 9336924 | 5/10/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
765. | Wrapped textile sleeve with bonded closure mechanism nad method of construction thereof | 14288795 | 5/28/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
766. | Windscreen wiper device | 14290609 | 5/29/2014 | 9586560 | 3/7/2017 | Granted | Federal-Mogul LLC | |||||||
767. | Static gasket and method of construction thereof | 14300694 | 6/10/2014 | Pending | Federal-Mogul LLC | |||||||||
768. | Distribution of corona igniter power signal | 14307796 | 6/18/2014 | 9525274 | 12/20/2016 | Granted | Federal-Mogul Ignition Company | |||||||
769. | Iron-based sintered powder metal for wear resistant applications | 14308030 | 6/18/2014 | Pending | Federal-Mogul LLC | |||||||||
770. | Cylinder head gaskets with push-rod eyelets | 14331972 | 7/15/2014 | 9482179 | 11/1/2016 | Granted | Federal-Mogul LLC | |||||||
771. | Cylinder liner with bonding layer | 14332586 | 7/16/2014 | 9316173 | 4/19/2016 | Granted | Federal-Mogul LLC | |||||||
772. | Protective sleeve with bonded wire filaments and methods of construction thereof | 14333342 | 7/16/2014 | 9307685 | 4/5/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
773. | Dust boot for a moveable joint | 14339282 | 7/23/2014 | Pending; final rejection | Federal-Mogul Products, Inc. | |||||||||
774. | Reinforced wrappable protective textile sleeve and method of construction thereof | 14340691 | 7/25/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
775. | Ceramic for ignition device insulator with low relative permittivity | 14452802 | 8/6/2014 | 9054502 | 6/9/2015 | Granted | Federal-Mogul Ignition Company | |||||||
776. | Piston ring | 14453849 | 8/7/2014 | 9423028 | 8/23/2016 | Granted | Federal-Mogul LLC | |||||||
777. | Shaft seal assembly with exclusion pump dust lip | 14459702 | 8/14/2014 | 9458937 | 10/4/2016 | Granted | Federal-Mogul LLC | |||||||
778. | Steel piston with cooling gallery and method of construction thereof | 14459929 | 8/14/2014 | Pending | Federal-Mogul LLC | |||||||||
779. | Multi-layer gasket assembly | 14462836 | 8/19/2014 | Pending | Federal-Mogul LLC | |||||||||
780. | Multi-layer gasket assembly | 14464161 | 8/20/2014 | Pending | Federal-Mogul LLC | |||||||||
781. | Wrappable multi-layer heat shield | 14468858 | 8/26/2014 | Pending | Federal Mogul Powertrain LLC | |||||||||
782. | Protective textile sleeve with hot melt fixation, end fray prevention layer and methods of construction and application thereof | 14468997 | 8/26/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
783. | Hybrid induction welding process applied to piston manufacturing | 14470200 | 8/27/2014 | Pending | Federal-Mogul LLC | |||||||||
784. | Double welded steel piston with full skirt | 14471069 | 8/28/2014 | Pending | Federal-Mogul LLC | |||||||||
785. | Coatingless cylinder head gasket | 14482230 | 9/10/2014 | 9127621 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
786. | High surface area fiber and method of construction thereof | 14484369 | 9/12/2014 | Pending | Federal-Mogul Powertrain LLC |
50
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
787. | Gasket assembly with improved locating and retention pin and method of construction thereof | 14484680 | 9/12/2014 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
788. | Powder metal ultrasonic welding tool and method of manufacture thereof | 14484812 | 9/12/2014 | 9302323 | 4/5/2016 | Granted | Federal-Mogul LLC | |||||||
789. | Optical coupler for vehicle lighting systems | 14485078 | 9/12/2014 | 9340151 | 5/17/2016 | Granted | Federal-Mogul LLC | |||||||
790. | Hot gasket with stainless steel | 14486145 | 9/15/2014 | 9175637 | 11/3/2015 | Granted | Federal-Mogul LLC | |||||||
791. | Pinless piston with gallery | 14487498 | 9/16/2014 | 9303584 | 4/5/2016 | Granted | Federal-Mogul LLC | |||||||
792. | Waveguide for controlled light distribution | 14495867 | 9/24/2014 | Pending | Federal-Mogul LLC | |||||||||
793. | Spark plug having improved ground electrode orientation and method of forming | 14518166 | 10/20/2014 | 9236713 | 1/12/2016 | Granted | Federal-Mogul LLC | |||||||
794. | Ceramic electrode including a perovskite or spinel structure for an ignition device and method of manufacturing | 14526862 | 10/29/2014 | 9231381 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
795. | Rear windscreen wiper device | 14534820 | 11/6/2014 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
796. | Windscreen wiper device | 14535073 | 11/6/2014 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
797. | Monolithic, galleryless piston and method of construction thereof | 14535839 | 11/7/2014 | Pending | Federal-Mogul LLC | |||||||||
798. | Igniter assembly including arcing reduction features | 14540861 | 11/13/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
799. | Spiral wrapped nonwoven sleeve and method of construction thereof | 14550621 | 11/21/2014 | Pending | Federal Mogul Powertrain LLC | |||||||||
800. | Ball joint assembly | 14559233 | 12/3/2014 | 9291195 | 3/22/2016 | Granted | Federal-Mogul Motorparts Corporation | |||||||
801. | Flexible, abrasion resistant textile sleeve and method of construction thereof | 14559832 | 12/3/2014 | 9404204 | 8/2/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
802. | Tubular protective sleeve with curl resistant knit ends and method of construction thereof | 14563786 | 12/8/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
803. | Concurrent method for resonant frequency detection in corona ignition systems | 14568266 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
804. | Relay-mod method to drive corona ignition system | 14568330 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
805. | Non-invasive method for resonant frequency detection in corona ignition systems | 14568438 | 12/12/2014 | Pending | Federal-Mogul Ignition Company |
51
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
806. | Windscreen wiper device | 14572101 | 12/16/2014 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
807. | Length adjuster and clamping mechanism for a steering mechanism | 14576472 | 12/19/2014 | 9227661 | 1/5/2016 | Granted | Federal-Mogul Motorparts Corporation | |||||||
808. | Spark plug with ceramic electrode tip | 14577174 | 12/19/2014 | 9219351 | 12/22/2015 | Granted | Federal-Mogul Ignition Company | |||||||
809. | Ball joint assembly for a control arm | 14580572 | 12/23/2014 | 9327570 | 5/3/2016 | Granted | Federal-Mogul Motorparts Corporation | |||||||
810. | Gasket component with half-stop and method of manufacturing | 14598547 | 1/16/2015 | Pending | Federal-Mogul LLC | |||||||||
811. | Piston with abradable coating to generate appropriate contact geometry on running surface | 14613603 | 2/4/2015 | Pending | Federal-Mogul LLC | |||||||||
812. | Non-contact labyrinth seal assembly and method of construction thereof | 14622809 | 2/13/2015 | 9291272 | 3/22/2016 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
813. | Non-kinking wrapple knit sleeve and method of construction thereof | 14627462 | 2/20/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
814. | Cylinder head gasket | 14633946 | 2/27/2015 | 9528466 | 12/27/2016 | Granted | Federal-Mogul LLC | |||||||
815. | Braided textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 14634216 | 2/27/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
816. | One-piece piston featuring additive machining produced combustion bowl rim and cooling gallery | 14635348 | 3/2/2015 | Pending | Federal-Mogul LLC | |||||||||
817. | Flexible, abrasion resistant woven textile sleeve and method of construction thereof | 14636662 | 3/3/2015 | 9416469 | 8/16/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
818. | Ball joint assembly for a control arm | 14637707 | 3/4/2015 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
819. | Knit emi shield and method of construction thereof | 14643638 | 3/10/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
820. | Double wall self-contained liner | 14661520 | 3/18/2015 | Pending | Federal-Mogul LLC | |||||||||
821. | Static gasket with wire compression limiter | 14665178 | 3/23/2015 | Pending | Federal-Mogul LLC | |||||||||
822. | Windscreen wiper device | 14680602 | 4/7/2015 | Pending | Federal-Mogul LLC | |||||||||
823. | Design of zero oil cooled (zoc) piston incorporating heat pipe technology | 14682649 | 4/9/2015 | Pending | Federal-Mogul LLC | |||||||||
824. | Coated sliding element | 14693194 | 4/22/2015 | 9551419 | 1/24/2017 | Granted | Federal-Mogul LLC | |||||||
825. | Spark plug having firing pad | 14698339 | 4/28/2015 | 9231379 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
826. | Steel piston with filled gallery | 14700654 | 4/30/2015 | Pending | Federal-Mogul LLC |
52
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
827. | Micro-perforated reflective textile sleeve and method of construction thereof | 14701875 | 5/1/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
828. | Gasket with a compression limiter | 14708922 | 5/11/2015 | Pending | Federal-Mogul LLC | |||||||||
829. | Electrode beam welded spark plugs for industrial electrodes | 14709004 | 5/11/2015 | Pending | Federal-Mogul Ignition Company | |||||||||
830. | Shrink fit ceramic center electrode | 14709094 | 5/11/2015 | 9502865 | 11/22/2016 | Granted | Federal-Mogul Ignition Company | |||||||
831. | Windscreen wiper device | 14710745 | 5/13/2015 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
832. | Applying polymer coating connecting rod surfaces for reduced wear | 14710918 | 5/13/2015 | Pending | Federal-Mogul LLC | |||||||||
833. | Clutch piston assembly | 14717178 | 5/20/2015 | Pending | Federal-Mogul LLC | |||||||||
834. | Movable joint assembly | 14718715 | 5/21/2015 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
835. | Low profile, wrappable elongate members spacer and method of maintaining elongate members in fixed, spaced relative relation | 14733031 | 6/8/2015 | Pending | Federal Mogul Powertrain LLC | |||||||||
836. | Disc brake pad for a vehicle | 14737885 | 6/12/2015 | Pending | Federal-Mogul Motorparts Corporation | |||||||||
837. | High modulus wear resistant gray cast iron for piston ring applications | 14741678 | 6/17/2015 | 9316313 | 4/19/2016 | Granted | Federal-Mogul LLC | |||||||
838. | Elastomeric shaft seal formed without oven post curing | 14741737 | 6/17/2015 | Pending | Federal-Mogul LLC | |||||||||
839. | Power generator for piston instrumentation | 14743221 | 6/18/2015 | Pending | Federal-Mogul LLC | |||||||||
840. | Cylinder head gasket with compression limiter and full bead loading | 14746202 | 6/22/2015 | Pending | Federal-Mogul LLC | |||||||||
841. | Wrappable abrasion resistant, reflective thermal protective textile sleeve and method of construction thereof | 14801175 | 7/16/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
842. | Bi-material strip and a method of bonding strips of different materials together | 14805892 | 7/22/2015 | Pending | Federal-Mogul LLC | |||||||||
843. | Multi-layer gasket assembly | 14811150 | 7/28/2015 | Pending | Federal-Mogul LLC | |||||||||
844. | Reduced compression height piston and piston assembly therewith and methods of construction thereof | 14817385 | 8/4/2015 | Pending | Federal-Mogul LLC | |||||||||
845. | Corona ignition device with improved seal | 14822073 | 8/10/2015 | Pending | Federal-Mogul Ignition Company | |||||||||
846. | Spark plug with improved seal | 14822159 | 8/10/2015 | 9407069 | 8/2/2016 | Granted | Federal-Mogul Ignition Company |
53
54
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
863. | Method and tooling for making an insulator for a condition sensing spark plug | 15005426 | 1/25/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
864. | Piston with cooling gallery cooling insert and method of construction thereof | 15011784 | 2/1/2016 | Pending | Federal-Mogul LLC | |||||||||
865. | Piston with sealed cooling gallery and method of construction thereof | 15011852 | 2/1/2016 | Pending | Federal-Mogul LLC | |||||||||
866. | Steel piston with counter-bore design | 15073988 | 3/18/2016 | Pending | Federal-Mogul LLC | |||||||||
867. | Robust, lightweight, low compression height piston and method of construction thereof | 15077168 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
868. | Corona suppression at materials interface through gluing of the components | 15077475 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
869. | Corona suppression at the high voltage joint through introduction of a semi-conductive sleeve between the central electrode and the dissimilar insulating materials | 15077615 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
870. | Protective sleeve with bonded wire filaments and methods of construction thereof | 15078341 | 3/23/2016 | Pending | Federal Mogul Powertrain LLC | |||||||||
871. | Complex-shaped forged piston oil galleries | 15078813 | 3/23/2016 | Pending | Federal-Mogul LLC | |||||||||
872. | Inter-event control strategy for corona ignition systems | 15095436 | 4/11/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
873. | Piston, method of construction, and piston body portions thereof | 15096377 | 4/12/2016 | Pending | Federal-Mogul LLC | |||||||||
874. | Flexible green nonwoven battery cover and method of construction thereof | 15096426 | 4/12/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
875. | Complex-shaped forged piston oil galleries | 15096498 | 4/12/2016 | Pending | Federal-Mogul LLC | |||||||||
876. | Method of cutting tubular members and apparatus therefor | 15096561 | 4/12/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
877. | Emi protective sleeve and method of construction thereof | 15130076 | 4/15/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
878. | Piston with complex shaped combustion bowl and cooling gallery and method of construction thereof | 15132924 | 4/19/2016 | Pending | Federal-Mogul LLC | |||||||||
879. | Transparent, end-fray and emi resistant textile sleeve and method of construction thereof | 15176584 | 6/8/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
880. | Thermal sleeve with integral positioning member, assembly therewith and method of construction thereof | 15202132 | 7/5/2016 | Pending | Federal-Mogul Powertrain LLC |
55
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
881. | Thermal sleeve with positioning member, assembly therewith and method of construction thereof | 15224348 | 7/29/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
882. | Illumination assembly for a vehicle | 15224595 | 7/31/2016 | Pending | Federal-Mogul LLC | |||||||||
883. | Spark plug with improved seal | 15225216 | 8/1/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
884. | Corona ignition device with improved seal | 15225341 | 8/1/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
885. | Thermal sleeve with reflective positioning member, assembly therewith and method of construction thereof | 15227210 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
886. | Thermal sleeve with reflective positioning member, assembly therewith and method of construction thereof | 15227329 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
887. | Thermal sleeve with self-adjusting positioning member, assembly therewith and method protecting a temperature sensitive member therewith | 15227585 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
888. | Concentric knurl ball joint | 15238923 | 8/17/2016 | Pending | Federal-Mogul LLC | |||||||||
889. | Corona ignition device and assembly method | 15240502 | 8/18/2016 | Pending | Federal-Mogul LLC | |||||||||
890. | Corona ignition device with improved electrical performance | 15240652 | 8/18/2016 | Pending | Federal-Mogul LLC | |||||||||
891. | Engine spacer plate gasket | 15249745 | 8/29/2016 | Pending | Federal-Mogul LLC | |||||||||
892. | Wrapped textile sleeve with bonded closure mechanism and method of construction thereof | 15255661 | 9/2/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
893. | Intra-even control strategy for corona ignition systems | 15286947 | 10/6/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
894. | Windscreen wiper device | 15337303 | 10/28/2016 | Pending | Federal-Mogul LLC | |||||||||
895. | Front portion of a lamp module | 29199182 | 2/11/2004 | D543307 | 5/22/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
896. | Two-piece connector for flat blade | 29249129 | 9/22/2006 | D540243 | 4/10/2007 | Granted | Federal Mogul World Wide, Inc. | |||||||
897. | Package for a windshield wiper | 29249147 | 9/22/2006 | D552486 | 10/9/2007 | Granted | Federal Mogul World Wide, Inc. | |||||||
898. | Light | 29263730 | 7/28/2006 | D545982 | 7/3/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
899. | Light | 29263731 | 7/28/2006 | D546484 | 7/10/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
900. | Light | 29263794 | 7/28/2006 | D544971 | 6/19/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
901. | Light | 29263875 | 7/31/2006 | D546485 | 7/10/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
902. | Light | 29263919 | 7/31/2006 | D545464 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. |
56
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
903. | Light | 29263920 | 7/31/2006 | D545465 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
904. | Light | 29263921 | 7/31/2006 | D545466 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
905. | Front portion of a lamp module | 29275123 | 12/14/2006 | D545486 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
906. | Front portion of a lamp module | 29275125 | 12/14/2006 | D545487 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
907. | Front portion of a lamp module | 29275126 | 12/14/2006 | D545488 | 6/26/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
908. | Light | 29279987 | 5/14/2007 | D557833 | 12/18/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
909. | Light | 29279990 | 5/14/2007 | D557834 | 12/18/2007 | Granted | Federal-Mogul World Wide, Inc. | |||||||
910. | Light | 29279996 | 5/14/2007 | D560302 | 1/22/2008 | Granted | Federal-Mogul World Wide, Inc. | |||||||
911. | Brake friction pad | 29282904 | 8/1/2007 | D596544 | 7/21/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
912. | Brake friction pad | 29282909 | 8/1/2007 | D589419 | 3/31/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
913. | Brake friction pad | 29282911 | 8/1/2007 | D588968 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
914. | Brake friction pad | 29282913 | 8/1/2007 | D588969 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
915. | Brake friction pad | 29282914 | 8/1/2007 | D596092 | 7/14/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
916. | Brake friction pad | 29282915 | 8/1/2007 | D596093 | 7/14/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
917. | Brake friction pad | 29282917 | 8/1/2007 | D590310 | 4/14/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
918. | Exterior surface configuration of a brake friction pad | 29282918 | 8/1/2007 | D588970 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
919. | Exterior surface configuration of a brake friction pad | 29282920 | 8/1/2007 | D588971 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
920. | Exterior surface configuration of a brake friction pad | 29282921 | 8/1/2007 | D588972 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
921. | Brake friction pad | 29282922 | 8/1/2007 | D588973 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
922. | Exterior surface configuration of a brake friction pad | 29282924 | 8/1/2007 | D588974 | 3/24/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
923. | Package design for multi-use container for small engine tune-up kit | 29284221 | 9/4/2007 | D600125 | 9/15/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
924. | Brake friction pad | 29332273 | 2/12/2009 | D597900 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
925. | Brake friction pad | 29332349 | 2/13/2009 | D597901 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
926. | Brake friction pad | 29332352 | 2/13/2009 | D597902 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
927. | Brake friction pad | 29332354 | 2/13/2009 | D598342 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
928. | Brake friction pad | 29332359 | 2/13/2009 | D597903 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
929. | Brake friction pad | 29332361 | 2/13/2009 | D597904 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
930. | Brake friction pad | 29332363 | 2/13/2009 | D599723 | 9/8/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
931. | Brake friction pad | 29332365 | 2/13/2009 | D598343 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
932. | Brake friction pad | 29332367 | 2/13/2009 | D598344 | 8/18/2009 | Granted | Federal-Mogul World Wide, Inc. |
57
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
933. | Brake friction pad | 29332368 | 2/13/2009 | D597905 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
934. | Brake friction pad | 29332369 | 2/13/2009 | D597906 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
935. | Brake friction pad | 29332370 | 2/13/2009 | D597907 | 8/11/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
936. | Brake friction pad | 29336118 | 4/29/2009 | D602824 | 10/27/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
937. | Brake friction pad | 29336142 | 4/29/2009 | D602825 | 10/27/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
938. | Brake friction pad | 29336147 | 4/29/2009 | D603768 | 11/10/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
939. | Brake friction pad | 29336172 | 4/29/2009 | D608704 | 1/26/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
940. | Brake friction pad | 29336246 | 4/30/2009 | D602826 | 10/27/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
941. | Brake friction pad | 29336247 | 4/30/2009 | D604213 | 11/17/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
942. | Brake friction pad | 29336248 | 4/30/2009 | D602827 | 10/27/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
943. | Brake friction pad | 29336252 | 4/30/2009 | D603769 | 11/10/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
944. | Brake friction pad | 29336253 | 4/30/2009 | D603770 | 11/10/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
945. | Brake friction pad | 29336256 | 4/30/2009 | D604214 | 11/17/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
946. | Brake friction pad | 29336264 | 4/30/2009 | D603771 | 11/10/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
947. | Brake friction pad | 29336271 | 4/30/2009 | D604215 | 11/17/2009 | Granted | Federal-Mogul World Wide, Inc. | |||||||
948. | Brake friction pad | 29339403 | 6/30/2009 | D608705 | 1/26/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
949. | Brake friction pad | 29341096 | 7/30/2009 | D612780 | 3/30/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
950. | Brake friction pad | 29341136 | 7/31/2009 | D608707 | 1/26/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
951. | Brake friction pad | 29341142 | 7/31/2009 | D610508 | 2/23/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
952. | Brake friction pad | 29341483 | 8/6/2009 | D610509 | 2/23/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
953. | Brake friction pad | 29341489 | 8/6/2009 | D608708 | 1/26/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
954. | Brake friction pad | 29341493 | 8/6/2009 | D610510 | 2/23/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
955. | Brake friction pad | 29343849 | 9/21/2009 | D614551 | 4/27/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
956. | Brake friction pad | 29343876 | 9/21/2009 | D614552 | 4/27/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
957. | Brake friction pad | 29343963 | 9/22/2009 | D614553 | 4/27/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
958. | Brake friction pad | 29343977 | 9/22/2009 | D617241 | 6/8/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
959. | Piston lower crown | 29346124 | 10/27/2009 | D645883 | 9/27/2011 | Granted | Federal-Mogul LLC | |||||||
960. | Brake friction pad | 29350449 | 11/17/2009 | D615010 | 5/4/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
961. | Brake friction pad | 29350624 | 11/20/2009 | D618601 | 6/29/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
962. | Brake friction pad | 29357126 | 3/8/2010 | D660206 | 5/22/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
963. | Brake friction pad | 29358424 | 3/26/2010 | D626043 | 10/26/2010 | Granted | Federal-Mogul World Wide, Inc. | |||||||
964. | Igniter | 29385899 | 2/22/2011 | D670246 | 11/6/2012 | Granted | Federal-Mogul Ignition Company |
58
No. |
|
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
965. | Piston | 29392404 | 5/20/2011 | D713422 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
966. | Brake friction pad | 29417882 | 4/10/2012 | D669828 | 10/30/2012 | Granted | Federal-Mogul World Wide, Inc. | |||||||
967. | Piston | 29496734 | 7/16/2014 | D768207 | 10/4/2016 | Granted | Federal-Mogul LLC |
U.S. TRADEMARKS
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
1. |
7733 PT-2 |
77128097 3/12/2007 |
3719004 12/1/2009 |
Registered | Federal-Mogul LLC | |||||
2. |
BLUE STRIPE |
73519877 1/30/1985 |
1359210 9/10/1985 |
Registered | Federal-Mogul LLC | |||||
3. |
CORK-LAM |
73316263 6/25/1981 |
1226653 2/8/1983 |
Registered | Federal-Mogul LLC | |||||
4. |
Design Only
|
86588222 4/6/2015 |
5148795 2/28/2017 |
Registered | Federal-Mogul LLC | |||||
5. |
Design Only
|
86042507 8/20/2013 |
4622290 10/14/2014 |
Registered | Federal-Mogul LLC |
59
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
6. |
Design Only
|
86931680 3/7/2016 |
5059241 10/11/2016 |
Registered | Federal-Mogul LLC | |||||
7. |
Design Only
|
76296057 8/6/2001 |
2639001 10/22/2002 |
Registered | Federal-Mogul LLC | |||||
8. |
Design only
|
74343728 12/28/1992 |
1802103 11/2/1993 |
Registered | Federal-Mogul LLC | |||||
9. |
Design only
|
74106199 10/15/1990 |
1668425 12/17/1991 |
Registered | Federal-Mogul LLC | |||||
10. |
Design Only
|
74712390 8/7/1995 |
2048683 4/1/1997 |
Registered | Federal-Mogul LLC |
60
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
11. |
Design Only
|
73394275 9/29/1982 |
1275173 4/24/1984 |
Registered | Federal-Mogul LLC | |||||
12. |
Design only
|
73303252 3/30/1981 |
1188412 2/2/1982 |
Registered | Federal-Mogul LLC | |||||
13. |
Design Only
|
73686639 9/28/1987 |
1489241 5/24/1988 |
Registered | Federal-Mogul LLC | |||||
14. |
Design Only
|
73664730 6/4/1987 |
1624440 11/27/1990 |
Registered | Federal-Mogul LLC |
61
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
15. |
Design Only
|
71353816 7/12/1934 |
322520 3/12/1935 |
Registered | Federal-Mogul LLC | |||||
16. |
Design only
|
72227492 9/9/1965 |
829058 5/23/1967 |
Registered | Federal-Mogul LLC | |||||
17. |
DUAL GALLERY MONOSTEEL |
85629659 5/18/2012 |
5095636 12/6/2016 |
Registered | Federal-Mogul LLC | |||||
18. |
DUAL STEEL MONOSTEEL |
85587910 4/3/2012 |
5095633 12/6/2016 |
Registered | Federal-Mogul LLC | |||||
19. |
DYNAMIC EDGE |
85245403 2/17/2011 |
4222601 10/9/2012 |
Registered | Federal-Mogul LLC | |||||
20. |
ENGINE EXPRESS |
86586761 4/3/2015 |
5107412 12/27/2016 |
Registered | Federal-Mogul LLC | |||||
21. |
ENGINE EXPRESS |
76977075 9/23/2002 |
2932642 3/15/2005 |
Registered | Federal-Mogul LLC | |||||
22. |
ENGINE EXPRESS |
76452386 9/2/2002 |
2937054 3/29/2005 |
Registered | Federal-Mogul LLC |
62
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
23. |
ENGINE SEAL GASKETS
|
75035168 12/21/1995 |
2066498 6/3/1997 |
Registered | Federal-Mogul LLC | |||||
24. |
ENGINE$AVER
|
74185526 7/16/1991 |
1812690 12/21/1993 |
Registered | Federal-Mogul LLC | |||||
25. |
ENVIROKOOL MONOSTEEL PISTON |
85899213 4/9/2013 |
5100605 12/12/2016 |
Registered | Federal-Mogul LLC | |||||
26. |
FEDERAL MOGUL |
74341643 12/21/1992 |
1799352 10/9/1993 |
Registered | Federal-Mogul LLC | |||||
27. |
FEDERAL MOGUL |
74098870 9/20/1990 |
1672542 1/21/1992 |
Registered | Federal-Mogul LLC | |||||
28. |
FEDERAL MOGUL |
74095881 9/10/1990 |
1658813 10/1/1991 |
Registered | Federal-Mogul LLC | |||||
29. |
FELCOID |
78376115 3/1/2004 |
3677825 9/1/2009 |
Registered | Federal-Mogul LLC | |||||
30. |
FEL-COPRENE |
72100357 7/6/1960 |
711858 2/28/1961 |
Registered | Federal-Mogul LLC | |||||
31. |
FEL-PRO
|
73069632 11/20/1975 |
1045920 8/10/1976 |
Registered | Federal-Mogul LLC |
63
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
32. |
FEL-RAMIC |
73275576 8/25/1980 |
1175148 10/27/1981 |
Registered | Federal-Mogul LLC | |||||
33. |
FIT |
73696037 11/17/1987 |
1495770 7/12/1988 |
Registered | Federal-Mogul LLC | |||||
34. |
FLAT-INSTALL |
78401821 4/14/2004 |
3730009 12/22/2009 |
Registered | Federal-Mogul LLC | |||||
35. |
FM |
72309856 10/17/1968 |
0881149 11/25/1969 |
Registered | Federal-Mogul LLC | |||||
36. |
FM |
72309857 10/17/1968 |
0882450 12/16/1969 |
Registered | Federal-Mogul LLC | |||||
37. |
FP DIESEL |
76402993 5/2/2002 |
2773161 10/14/2003 |
Registered | Federal-Mogul LLC | |||||
38. |
FP DIESEL
|
76295630 8/6/2001 |
2656064 12/3/2002 |
Registered | Federal-Mogul LLC | |||||
39. |
HEADSAVER |
73821460 8/25/1989 |
1629815 1/1/1991 |
Registered | Federal-Mogul LLC | |||||
40. |
HIW |
85878613 3/18/2013 |
5100589 12/13/2016 |
Registered | Federal-Mogul LLC | |||||
41. |
KARROPAK TAN FIBRE |
71591472 1/26/1950 |
0546878 8/21/1951 |
Registered | Federal-Mogul LLC | |||||
42. |
LOCWIRE |
74412882 7/15/1993 |
1939121 12/5/1995 |
Registered | Federal-Mogul LLC |
64
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
43. |
MCCORD
|
73730946 5/26/1988 |
1681194 3/31/1992 |
Registered | Federal-Mogul LLC | |||||
44. |
MCCORD |
71547745 1/22/1948 |
508805 4/19/1949 |
Registered | Federal-Mogul LLC | |||||
45. |
MONOSTEEL |
76276888 6/26/2001 |
2759729 9/2/2003 |
Registered | Federal-Mogul LLC | |||||
46. |
MOTOR CITY |
76291325 7/26/2001 |
2603202 7/30/2002 |
Registered | Federal-Mogul LLC | |||||
47. |
NATIONAL |
78315818 10/20/2003 |
3732779 12/29/2009 |
Registered | Federal-Mogul LLC | |||||
48. |
NATIONAL |
74340566 12/16/1992 |
1797828 10/12/1993 |
Registered | Federal-Mogul LLC | |||||
49. |
NATIONAL
|
72039798 10/30/1957 |
0667747 9/30/1958 |
Registered | Federal-Mogul LLC | |||||
50. |
NATIONAL |
72039797 10/30/1957 |
0668050 10/7/1958 |
Registered | Federal-Mogul LLC | |||||
51. |
PERMA-DRY |
74154617 4/8/1991 |
1677628 3/3/1992 |
Registered | Federal-Mogul LLC | |||||
52. |
PERMADRYPLUS |
75200034 11/19/1996 |
2116083 11/25/1997 |
Registered | Federal-Mogul LLC | |||||
53. |
PERMATORQUE |
73039310 12/11/1974 |
1018835 8/26/1975 |
Registered | Federal-Mogul LLC |
65
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
54. |
POWERFORGED |
72048370 3/24/1958 |
0702403 3/24/1958 |
Registered | Federal-Mogul LLC | |||||
55. |
PRINTOSEAL |
72413623 1/24/1972 |
960897 6/12/1973 |
Registered | Federal-Mogul LLC | |||||
56. |
PRO-RAMIC |
74204486 9/17/1991 |
1703285 7/28/1992 |
Registered | Federal-Mogul LLC | |||||
57. |
REDI |
85488541 12/6/2011 |
4667903 1/6/2015 |
Registered | Federal-Mogul LLC | |||||
58. |
REDI-SEAL |
74321488 10/13/1992 |
1778943 6/29/1993 |
Registered | Federal-Mogul LLC | |||||
59. |
SEALED POWER |
76402994 5/2/2002 |
2774754 10/21/2003 |
Registered | Federal-Mogul LLC | |||||
60. |
SEALED POWER |
76402989 5/2/2002 |
2773160 10/14/2003 |
Registered | Federal-Mogul LLC | |||||
61. |
SEALED POWER
|
76295803 8/6/2001 |
2648895 11/12/2002 |
Registered | Federal-Mogul LLC | |||||
62. |
SEALED POWER |
73110637 12/23/1976 |
1074888 10/11/1977 |
Registered | Federal-Mogul LLC | |||||
63. |
SEALED POWER |
71336885 4/17/1933 |
306126 9/5/1933 |
Registered | Federal-Mogul LLC | |||||
64. |
SEALED POWER |
71323714 2/1/1932 |
303861 6/13/1933 |
Registered | Federal-Mogul LLC |
66
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
65. |
SLEEVE N SEAL |
73192204 11/6/1978 |
1129263 1/15/1980 |
Registered | Federal-Mogul LLC | |||||
66. |
SNAP-UPS |
78376255 3/1/2004 |
3019814 11/29/2005 |
Registered | Federal-Mogul LLC | |||||
67. |
SPEED PRO |
76405989 5/10/2002 |
2835887 4/27/2004 |
Registered | Federal-Mogul LLC | |||||
68. |
SPEED PRO |
76403149 5/2/2002 |
2826957 3/30/2004 |
Registered | Federal-Mogul LLC | |||||
69. |
SPEED PRO
|
76296056 8/6/2001 |
2639000 10/22/2002 |
Registered | Federal-Mogul LLC | |||||
70. |
SPEED PRO |
72392809 5/21/1971 |
0956450 4/3/1973 |
Registered | Federal-Mogul LLC | |||||
71. |
UNIPISTON |
74038678 3/15/1990 |
1654276 8/20/1991 |
Registered | Federal-Mogul LLC | |||||
72. |
WHERE SEALING IS A SCIENCE |
73165724 4/10/1978 |
1126073 10/16/1979 |
Registered | Federal-Mogul LLC | |||||
73. |
21 |
71411141 9/30/1938 |
0365051 2/21/1939 |
Registered | Federal-Mogul Products, Inc. | |||||
74. |
ABEX |
71436369 9/26/1940 |
384700 1/28/1941 |
Registered | Federal-Mogul Products, Inc. |
67
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
75. |
ACCELERATING BRAKE TECHNOLOGY 1 |
85164384 10/29/2010 |
4028012 9/20/2011 |
Registered | Federal-Mogul Products, Inc. | |||||
76. |
BRITELITE |
85343726 6/10/2011 |
4192960 8/21/2012 |
Registered | Federal-Mogul Products, Inc. | |||||
77. |
CARGO COIL |
73194577 11/27/1978 |
1146635 2/3/1981 |
Registered | Federal-Mogul Products, Inc. | |||||
78. |
CERAMIC NXT |
85455658 10/25/2011 |
4437025 11/19/2013 |
Registered | Federal-Mogul Products, Inc. | |||||
79. |
CONTROL COIL |
74310527 9/3/1992 |
1813616 12/28/1993 |
Registered | Federal-Mogul Products, Inc. | |||||
80. |
Design Only
|
71411142 9/30/1938 |
365052 2/21/1939 |
Registered | Federal-Mogul Products, Inc. | |||||
81. |
ECO-FRICTION |
85472619 11/15/2011 |
4589114 8/19/2014 |
Registered | Federal-Mogul Products, Inc. | |||||
82. |
K8695T |
77128122 3/12/2007 |
3731804 12/29/2009 |
Registered | Federal-Mogul Products, Inc. | |||||
83. |
LOCKHEED |
72195028 6/5/1964 |
841913 1/9/1968 |
Registered | Federal-Mogul Products, Inc. | |||||
84. |
LOCKHEED |
71277040 12/21/1928 |
258572 7/9/1929 |
Registered | Federal-Mogul Products, Inc. |
1 |
To be abandoned. |
68
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
85. |
LOCKHEED |
71270593 8/4/1928 |
253474 2/26/1929 |
Registered | Federal-Mogul Products, Inc. | |||||
86. |
MOOG |
85878553 3/18/2013 |
4528066 5/13/2014 |
Registered | Federal-Mogul Products, Inc. | |||||
87. |
MOOG |
85433156 9/27/2011 |
4448240 12/10/2013 |
Registered | Federal-Mogul Products, Inc. | |||||
88. |
MOOG |
72429121 7/3/1972 |
988779 7/23/1974 |
Registered | Federal-Mogul Products, Inc. | |||||
89. |
MOOG |
71531045 8/11/1947 |
0511779 7/5/1949 |
Registered | Federal-Mogul Products, Inc. | |||||
90. |
MOOG CHASSIS PARTS
|
78249660 5/14/2003 |
2912760 12/21/2004 |
Registered | Federal-Mogul Products, Inc. | |||||
91. |
MOOG CHASSIS PARTS |
75396877 11/26/1997 |
2742167 7/29/2003 |
Registered | Federal-Mogul Products, Inc. | |||||
92. |
NIGHTDEFENSE |
85503584 12/24/2011 |
4426069 10/29/2013 |
Registered | Federal-Mogul Products, Inc. | |||||
93. |
NOTCHBLOK |
74608497 12/8/1994 |
2009020 10/15/1996 |
Registered | Federal-Mogul Products, Inc. | |||||
94. |
OE POST-CURED 2
|
85936822 5/20/2013 |
4660398 12/23/2014 |
Registered | Federal-Mogul Products, Inc. |
2 |
To be abandoned. |
69
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
95. |
QUICKSTOP |
75919070 2/15/2000 |
2500997 10/23/2001 |
Registered | Federal-Mogul Products, Inc. | |||||
96. |
R-SERIES |
86192026 2/2/2014 |
4644031 11/25/2014 |
Registered | Federal-Mogul Products, Inc. | |||||
97. |
SUPER STRENGTH |
78207035 1/24/2003 |
2877129 8/24/2004 |
Registered | Federal-Mogul Products, Inc. | |||||
98. |
THE PROBLEM SOLVER |
85503583 12/24/2011 |
4543905 6/3/2014 |
Registered | Federal-Mogul Products, Inc. | |||||
99. |
THE STOP BOX |
72462278 7/5/1973 |
1006563 3/11/1975 |
Registered | Federal-Mogul Products, Inc. | |||||
100. |
TQ |
78300637 9/15/2003 |
2968582 7/12/2005 |
Registered | Federal-Mogul Products, Inc. | |||||
101. |
TREAD SAVER 3 |
75383209 11/3/1997 |
2222553 2/9/1999 |
Registered | Federal-Mogul Products, Inc. | |||||
102. |
TREAD SAVER 4 |
75380444 10/28/1997 |
2222541 2/9/1999 |
Registered | Federal-Mogul Products, Inc. | |||||
103. |
TRUVIEW |
78190079 12/2/2002 |
3382667 2/12/2008 |
Registered | Federal-Mogul Products, Inc. |
3 |
To be abandoned. |
4 |
To be abandoned. |
70
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
104. |
TUFF COIL |
74308676 8/28/1992 |
1813615 12/28/1993 |
Registered | Federal-Mogul Products, Inc. | |||||
105. |
WAGNER |
86127120 11/22/2013 |
4724732 4/21/2015 |
Registered | Federal-Mogul Products, Inc. | |||||
106. |
WAGNER |
75361950 9/23/1997 |
2216139 1/5/1999 |
Registered | Federal-Mogul Products, Inc. | |||||
107. |
WAGNER BRAKE PRODUCTS |
75398695 12/2/1997 |
2327682 3/14/2000 |
Registered | Federal-Mogul Products, Inc. | |||||
108. |
WAGNER LOCKHEED
|
72058967 9/15/1958 |
0699638 6/21/1960 |
Registered | Federal-Mogul Products, Inc. | |||||
109. |
WAGNER OE21 LOW COPPER
|
85920236 5/1/2013 |
4679458 1/27/2015 |
Registered | Federal-Mogul Products, Inc. | |||||
110. |
E-SHIELD |
86197655 2/19/2014 |
5003787 7/19/2016 |
Registered | Federal-Mogul Motorparts Corporation | |||||
111. |
FEL-PRO
|
73094657 7/26/1976 |
1066518 5/31/1977 |
Registered | Federal-Mogul Motorparts Corporation |
71
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
112. |
FEL-PRO |
72405340 10/18/1971 |
0951367 1/23/1973 |
Registered | Federal-Mogul Motorparts Corporation | |||||
113. |
ONE SOURCE WORLDWIDE PRODUCT SUPPLY 5
|
77132025 3/15/2007 |
3731805 12/29/2009 |
Registered | Federal-Mogul Motorparts Corporation | |||||
114. |
ONESOURCE 6 |
77063666 12/13/2006 |
3576716 2/17/2009 |
Registered | Federal-Mogul Motorparts Corporation | |||||
115. |
ONESOURCE WORLDWIDE PRODUCT SUPPLY 7
|
77261445 8/22/2007 |
3632185 6/2/2009 |
Registered | Federal-Mogul Motorparts Corporation | |||||
116. |
PPV POLICE PURSUIT VEHICLE
|
86658648 6/10/2015 |
5033368 8/30/2016 |
Registered | Federal-Mogul Motorparts Corporation | |||||
117. |
QUICKSTEER |
86524299 2/4/2015 |
5041998 9/13/2016 |
Registered | Federal-Mogul Motorparts Corporation | |||||
118. |
QUICKSTEERQUICKSTEER |
86399926 9/19/2014 |
4967164 5/31/2016 |
Registered | Federal-Mogul Motorparts Corporation | |||||
119. |
SMARTAUTHENTICATION |
86627696 5/13/2015 |
5075281 11/1/2016 |
Registered | Federal-Mogul Motorparts Corporation |
5 |
To be abandoned. |
6 |
To be abandoned. |
7 |
To be abandoned. |
72
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
120. |
THERMO QUIET |
76271659 6/14/2001 |
2569946 5/14/2002 |
Registered | Federal-Mogul Motorparts Corporation | |||||
121. |
WAGNER
|
87321793 2/2/2017 |
| Pending | Federal-Mogul Motorparts Corporation | |||||
122. |
MCQUAY-NORRIS |
73822193 8/28/1989 |
1689020 3/31/1992 |
Registered | Federal-Mogul Chassis LLC | |||||
123. |
NAPD
|
74125753 12/24/1990 |
1717891 9/22/1992 |
Registered | Federal-Mogul Chassis LLC | |||||
124. |
PROFESSIONAL GRADE CHASSIS |
75848508 11/15/1999 |
2489600 9/11/2001 |
Registered | Federal-Mogul Chassis LLC | |||||
125. |
BECK/ARNLEY |
76490112 2/20/2003 |
2873519 8/17/2004 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts Corporation |
|||||
126. |
BECK/ARNLEY |
86321536 6/26/2014 |
4688142 2/17/2015 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts Corporation |
|||||
127. |
STOCKWORKS |
75564730 10/5/1998 |
2285468 10/12/1999 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts Corporation |
|||||
128. |
SILVER SUPREME |
75564729 10/5/1998 |
2367669 7/18/2000 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts Corporation |
|||||
129. |
BEN-HAR |
77471786 5/12/2008 |
3553672 12/30/2008 |
Registered | Federal-Mogul Powertrain LLC |
73
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
130. |
BENTLEYHARRIS |
73740474 7/18/1988 |
1574969 1/2/1990 |
Registered | Federal-Mogul Powertrain LLC | |||||
131. |
CLEVAFLEX |
72226418 8/25/1965 |
810783 7/5/1966 |
Registered | Federal-Mogul Powertrain LLC | |||||
132. |
CONVOSHIELD |
78045671 1/30/2001 |
2594407 7/16/2002 |
Registered | Federal-Mogul Powertrain LLC | |||||
133. |
CRUSHSHIELD |
85390675 8/5/2011 |
4859938 11/24/2015 |
Registered | Federal-Mogul Powertrain LLC | |||||
134. |
EXPANDO |
72465327 8/10/1973 |
1008111 4/1/1975 |
Registered | Federal-Mogul Powertrain LLC | |||||
135. |
FLATWRAP |
78200708 1/7/2003 |
3249911 6/5/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
136. |
FLATWRAP |
78200708 1/7/2003 |
3249911 6/5/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
137. |
FLEXFIT |
73740472 7/18/1988 |
1584674 2/27/1990 |
Registered | Federal-Mogul Powertrain LLC | |||||
138. |
FLEXGUARD |
74626794 1/30/1995 |
1971079 4/30/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
139. |
FLEXWRAP |
73781319 2/17/1989 |
1569716 12/5/1989 |
Registered | Federal-Mogul Powertrain LLC | |||||
140. |
FYREJACKET |
74351642 1/25/1993 |
1794989 9/28/1993 |
Registered | Federal-Mogul Powertrain LLC | |||||
141. |
FYRETAPE |
74351747 1/25/1993 |
1817924 1/25/1994 |
Registered | Federal-Mogul Powertrain LLC | |||||
142. |
HARNASLEEVE |
86294726 5/29/2014 |
4916481 3/15/2016 |
Registered | Federal-Mogul Powertrain LLC |
74
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
143. |
HARNASLEEVE |
77217975 6/28/2007 |
3443174 6/3/2008 |
Registered | Federal-Mogul Powertrain LLC | |||||
144. |
NYLOGARD |
78418139 5/13/2004 |
3044815 1/17/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
145. |
PROGARD |
78515314 11/11/2004 |
3041084 1/10/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
146. |
PROGARD |
78045814 1/31/2001 |
2502225 10/30/2001 |
Registered | Federal-Mogul Powertrain LLC | |||||
147. |
PROTEXX-SHIELD |
85503582 12/24/2011 |
4511220 4/8/2014 |
Registered | Federal-Mogul Powertrain LLC | |||||
148. |
PYRO-CLIP |
73643721 2/9/1987 |
1459135 9/29/1987 |
Registered | Federal-Mogul Powertrain LLC | |||||
149. |
QUIETSHIELD |
78485258 9/17/2004 |
3230693 4/17/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
150. |
QUIETSLEEVE |
87082122 6/23/2016 |
5145502 2/21/2017 |
Registered | Federal-Mogul Powertrain LLC | |||||
151. |
QUIETSLEEVE |
74709712 8/1/1995 |
1985657 7//9/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
152. |
REFLECTSHIELD |
78518338 11/17/2004 |
3082028 4/18/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
153. |
REFLECTSLEEVE |
75593587 11/23/1998 |
2325842 3/7/2000 |
Registered | Federal-Mogul Powertrain LLC | |||||
154. |
REFLECTSNAP |
75657553 3/10/1999 |
2321648 2/22/2000 |
Registered | Federal-Mogul Powertrain LLC |
75
76
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
168. |
AEROVANTAGE |
76295026 8/6/2001 |
2748226 8/5/2003 |
Registered | Federal-Mogul Ignition Company | |||||
169. |
AEROVANTAGE |
73782043 2/21/1989 |
1582452 2/13/1990 |
Registered | Federal-Mogul Ignition Company | |||||
170. |
AEROVENT |
86038146 8/14/2013 |
4638163 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
171. |
ANCO |
77880046 11/24/2009 |
3896224 12/28/2010 |
Registered | Federal-Mogul Ignition Company | |||||
172. |
ANCO
|
76333743 11/2/2001 |
2597999 7/23/2002 |
Registered | Federal-Mogul Ignition Company | |||||
173. |
ANCO |
73071494 12/11/1975 |
1049939 10/12/1976 |
Registered | Federal-Mogul Ignition Company | |||||
174. |
ANCO |
73071495 12/11/1975 |
1050069 10/12/1976 |
Registered | Federal-Mogul Ignition Company | |||||
175. |
ANCO |
72330574 6/20/1969 |
886221 2/17/1970 |
Registered | Federal-Mogul Ignition Company | |||||
176. |
ARTICULATED CONTACT |
86038179 8/14/2013 |
4902289 2/16/2016 |
Registered | Federal-Mogul Ignition Company | |||||
177. |
CHAMPION
|
85799648 12/11/2012 |
4379521 8/6/2013 |
Registered | Federal-Mogul Ignition Company |
77
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
178. |
CHAMPION |
85799645 12/11/2012 |
4379520 8/6/2013 |
Registered | Federal-Mogul Ignition Company | |||||
179. |
CHAMPION
|
77981568 6/21/2007 |
3946020 4/12/2011 |
Registered | Federal-Mogul Ignition Company | |||||
180. |
CHAMPION 8
|
74626858 1/30/1995 |
1990846 8/6/1996 |
Registered | Federal-Mogul Ignition Company | |||||
181. |
CHAMPION 9 |
74626856 1/30/1995 |
1990845 8/6/1996 |
Registered | Federal-Mogul Ignition Company | |||||
182. |
CHAMPION
|
73380887 8/20/1982 |
1245482 7/12/1983 |
Registered | Federal-Mogul Ignition Company | |||||
183. |
CHAMPION
|
73733596 6/10/1988 |
1532801 4/4/1989 |
Registered | Federal-Mogul Ignition Company |
8 |
To be abandoned. |
9 |
To be abandoned. |
78
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
184. |
CHAMPION
|
73733350 6/9/1988 |
1551606 8/15/1989 |
Registered | Federal-Mogul Ignition Company | |||||
185. |
CHAMPION |
73732196 /2/1988 |
1551621 8/15/1989 |
Registered | Federal-Mogul Ignition Company | |||||
186. |
CHAMPION
|
72459954 6/11/1973 |
989525 7/30/1974 |
Registered | Federal-Mogul Ignition Company | |||||
187. |
CHAMPION |
71070053 4/25/1913 |
092950 8/12/1913 |
Registered | Federal-Mogul Ignition Company | |||||
188. |
CHAMPION |
71302316 6/11/1930 |
0280405 2/17/1931 |
Registered | Federal-Mogul Ignition Company | |||||
189. |
CHAMPION |
71103012 4/16/1917 |
120950 3/19/1918 |
Registered | Federal-Mogul Ignition Company | |||||
190. |
CHAMPION
|
71103011 4/16/1917 |
0120167 1/15/1918 |
Registered | Federal-Mogul Ignition Company |
79
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
191. |
CHAMPION BRIDGE 10
|
85332759 5/27/2011 |
4436915 11/19/2013 |
Registered | Federal-Mogul Ignition Company | |||||
192. |
CHAMPION CONTACT |
77198108 6/5/2007 |
3609350 4/21/2009 |
Registered | Federal-Mogul Ignition Company | |||||
193. |
CONTOUR |
78836372 3/14/2006 |
3277937 8/7/2007 |
Registered | Federal-Mogul Ignition Company | |||||
194. |
COPPER PLUS |
73389890 9/27/1982 |
1255128 10/25/1983 |
Registered | Federal-Mogul Ignition Company | |||||
195. |
Design Only
|
86320505 6/25/2014 |
5137938 2/7/2017 |
Registered | Federal-Mogul Ignition Company |
10 |
To be abandoned. |
80
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
196. |
Design Only
|
86320493 6/25/2014 |
4923504 3/22/2016 |
Registered | Federal-Mogul Ignition Company | |||||
197. |
Design Only
|
86038210 8/14/2013 |
4638165 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
198. |
Design Only
|
86038199 8/14/2013 |
4646188 11/25/2014 |
Registered | Federal-Mogul Ignition Company | |||||
199. |
Design Only
|
86038193 8/14/2013 |
4646187 11/25/2014 |
Registered | Federal-Mogul Ignition Company | |||||
200. |
Design Only
|
86038185 8/14/2013 |
4646185 11/25/2014 |
Registered | Federal-Mogul Ignition Company |
81
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
201. |
Design Only
|
86038163 8/14/2013 |
4638164 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
202. |
DURA KLEAR |
76067345 6/9/2000 |
2473480 7/31/2001 |
Registered | Federal-Mogul Ignition Company | |||||
203. |
EZ CLICK |
857996511149 12/11/2012 |
4372203 7/23/2013 |
Registered | Federal-Mogul Ignition Company | |||||
204. |
EZ CLICK I N S T A L L A T I O N
|
85799669 12/11/2012 |
4450175 12/17/2013 |
Registered | Federal-Mogul Ignition Company | |||||
205. |
GEOCORE |
86320484 6/25/2014 |
4914537 3/8/2016 |
Registered | Federal-Mogul Ignition Company |
82
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
206. |
KWIK CONNECT |
76067338 6/9/2000 |
2545412 3/5/2002 |
Registered | Federal-Mogul Ignition Company | |||||
207. |
PROFILE |
85158100 10/21/2010 |
4254448 12/4/2012 |
Registered | Federal-Mogul Ignition Company | |||||
208. |
RAINY DAY |
78750004 11/9/2005 |
3162317 10/24/2006 |
Registered | Federal-Mogul Ignition Company | |||||
209. |
THE CLEAREST CHOICE |
76272221 6/14/2001 |
2620693 9/17/2002 |
Registered | Federal-Mogul Ignition Company | |||||
210. |
TRANSFORM |
85676726 7/13/2012 |
4429679 11/5/2013 |
Registered | Federal-Mogul Ignition Company | |||||
211. |
VISTA |
85446881 10/13/2011 |
4511162 4/8/2014 |
Registered | Federal-Mogul Ignition Company | |||||
212. |
WINTER DEFENSE |
85446875 10/13/2011 |
4329008 4/30/2013 |
Registered | Federal-Mogul Ignition Company | |||||
213. |
WINTER EXTREME |
86260388 4/23/2014 |
4937328 4/12/2016 |
Registered | Federal-Mogul Ignition Company | |||||
214. |
ZANXX |
73830077 10/10/1989 |
1594042 5/1/1990 |
Registered | Federal-Mogul Ignition Company | |||||
215. |
CHAMPION
|
77211861 6/21/2007 |
4415020 10/8/2013 |
Registered | Federal-Mogul World Wide, Inc. | |||||
216. |
POWERSPORT |
75787400 8/30/1999 |
2383053 9/5/2000 |
Registered | Federal-Mogul World Wide, Inc. |
83
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
217. |
HALOGENGOLD 11 |
74735099 9/5/1995 |
1999860 9/10/1996 |
Registered | Federal-Mogul World Wide, Inc. | |||||
218. |
AUBURN
|
73705747 1/15/1988 |
1547972 7/18/1989 |
Registered | Federal-Mogul World Wide, Inc. | |||||
219. |
POWER PATH 12 |
73120910 3/30/1977 |
1079309 12/13/1977 |
Registered | Federal-Mogul World Wide, Inc. | |||||
220. |
AUBURN |
73647973 3/5/1987 |
1500980 8/23/1988 |
Registered | Federal-Mogul World Wide, Inc. | |||||
221. |
INTERFIL |
76109058 8/14/2000 |
2577553 6/11/2002 |
Registered | Federal-Mogul Filtration LLC |
U.S. COPYRIGHTS
Federal-Mogul LLC - U.S. Copyrights
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
1. | Bower/B C A and National sheave bearings and excluder seals | TX0000928726 | 7/13/1982 | Federal-Mogul LLC | ||||
2. | Bower/BCA 515A : quick reference specifications manual. | TX0003803791 | 12/12/1994 | Federal-Mogul LLC | ||||
3. | Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits : 1986 buyers guide | TX0002053237 | 3/2/1987 | Federal-Mogul LLC |
11 |
To be abandoned. |
12 |
To be abandoned. |
84
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
4. | Federal-Mogul Remanufactured connecting rod | VA0000287227 | 12/4/1987 | Federal-Mogul LLC | ||||
5. | Federal-Mogul water pumps | VA0000322412 | 9/28/1988 | Federal-Mogul LLC | ||||
6. | Heavy duty transmission & differential applications : Bower/B C Aanti-friction bearings, Nationaloil seals | TX0001106763 | 3/15/1983 | Federal-Mogul LLC | ||||
7. | Federal-Mogul engine bearings : shop specification manual | TX0002549793 | 5/3/1989 | Federal-Mogul LLC | ||||
8. | Federal-Mogul engine bearing catalog = catalogue coussinets europeens et japonais = catalogo bronzine europee e giapponesi = catalogo decojinetes europeos y japoneses | TX0002032662 | 3/2/1987 | Federal-Mogul LLC | ||||
9. | Import vehicle applications : roller and ball bearings, oil seals, engine bearings : [catalog]. | TX0000562771 | 10/6/1980 | Federal-Mogul LLC | ||||
10. | National Oil Seals industrial interchange with zero duplication part numbers : [no.] 428 | TX0001116440 | 5/10/1983 | Federal-Mogul LLC | ||||
11. | National oil seals specifications manual : [no.] 415 : size, design, and installation data | TX0000845010 | 12/21/1981 | Federal-Mogul LLC | ||||
12. | National wear sleeves and oil seals : [catalog]. | TX0000386113 | 12/28/1979 | Federal-Mogul LLC | ||||
13. | Signal-Stat lighting and safety products : for heavy-duty, automotive, and industrial applications. | TX0002355486 | 7/15/1988 | Federal-Mogul LLC | ||||
14. | Sterling pistons master catalog : passenger car & light truck | TX0001481548 | 12/3/1984 | Federal-Mogul LLC | ||||
15. | Sterling pistons master catalog : passenger car & light truck : [no.] 604. | TX0000870872 | 3/11/1982 | Federal-Mogul LLC | ||||
16. | Bearing basic facts, installation : film reference training book | TX0000254033 | 4/19/1979 | Federal-Mogul LLC | ||||
17. | Bearing basic facts : selection : film reference training book | TX0000068845 | 7/17/1978 | Federal-Mogul LLC | ||||
18. | Bower/B C A master bearing interchange | TX0000413519 | 2/7/1980 | Federal-Mogul LLC | ||||
19. | Heavy-duty wheel applications : 502-W : [catalog]. | TX0001195962 | 8/22/1983 | Federal-Mogul LLC | ||||
20. | Heavy-duty wheel applications : [catalog]. | TX0000413520 | 2/7/1980 | Federal-Mogul LLC | ||||
21. | Heavy-duty wheel applications : [catalog] 502W | TX0002031766 | 3/2/1987 | Federal-Mogul LLC | ||||
22. | Transmission applications : anti-friction bearings, oil seals : [catalog]. | TX0000521118 | 7/18/1980 | Federal-Mogul LLC | ||||
23. | 115G 1985 Federal-Mogul engine bearing catalog coussinets, catalogo brozine, catalogo de cojinetes : Daimler-Benz, Volkswagen | TX0002188721 | 11/19/1987 | Federal-Mogul LLC | ||||
24. | 1989 buyers guideCarter fuel pumps : 3770 FP | TX0002611082 | 7/10/1989 | Federal-Mogul LLC |
85
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
25. | 1995 buyers guide, oil seals : CQ470 1995, SLS | TX0004081195 | 7/28/1995 | Federal-Mogul LLC | ||||
26. | 3882 Carter engine management components for fuel injected vehicles, 1993 | TX0003838550 | 5/31/1994 | Federal-Mogul LLC | ||||
27. | Agricultural bearings master catalog, December 1986 | TX0002254949 | 11/13/1987 | Federal-Mogul LLC | ||||
28. | Agricultural bearings master catalog, May 1983 | TX0002137180 | 8/17/1987 | Federal-Mogul LLC | ||||
29. | Analisis de fallas de rodamientos : 3304 BRB 85. | TX0002006669 | 3/2/1987 | Federal-Mogul LLC | ||||
30. | Anti-friction bearing distress analysis. | TX0002008536 | 3/2/1987 | Federal-Mogul LLC | ||||
31. | Anti-friction bearing distress analysis : 3302 BRB/85 | TX0002006670 | 3/2/1987 | Federal-Mogul LLC | ||||
32. | The Ball and roller bearing group, atlas of microstructures / compiled by Jon T. Gabrielsen | TX0000254034 | 4/19/1979 | Federal-Mogul LLC | ||||
33. | BCA agricultural bearings catalog : 518 : 1997 : specifications, applications, numerical listings and interchanges | TX0003954556 | 12/12/1994 | Federal-Mogul LLC | ||||
34. | BCA bearings, National oil seals : vol. 1 : application listings for 1979. | TX0004078164 | 7/26/1995 | Federal-Mogul LLC | ||||
35. | BCA bearings, National oil seals : vol. 2 : application listings for 1980-1995. | TX0004078148 | 7/28/1995 | Federal-Mogul LLC | ||||
36. | BCA bearings, National oil seals : vol. 2 : application listings for 1980-1995. | TX0004078165 | 7/26/1995 | Federal-Mogul LLC | ||||
37. | BCA boot kit : [no.] LBBK-20 | VA0000287232 | 12/8/1987 | Federal-Mogul LLC | ||||
38. | BCA clutch release bearings : 302, 1987 | TX0002604028 | 7/3/1989 | Federal-Mogul LLC | ||||
39. | BCA clutch release bearings : 304, 1994 | TX0003945690 | 11/28/1994 | Federal-Mogul LLC | ||||
40. | BCA clutch release bearings and clutch forks : catalog 304S, 1995 | TX0004075092 | 7/26/1995 | Federal-Mogul LLC | ||||
41. | BCA constant velocity components : 529, 1988 | TX0002940799 | 10/23/1990 | Federal-Mogul LLC | ||||
42. | BCA constant velocity components : 529S, 1989 : for imported passenger car and light truck applications | TX0003000983 | 1/28/1991 | Federal-Mogul LLC | ||||
43. | BCA constant velocity components : for U. S. and imported passenger cars and light trucks / Federal Mogul | TX0002032663 | 3/2/1987 | Federal-Mogul LLC | ||||
44. | BCA,CV joints : [no.] LBCV-10 | VA0000287229 | 12/8/1987 | Federal-Mogul LLC | ||||
45. | BCA halfshaft assembly : [no.] LBHS-1. | VA0000287231 | 12/8/1987 | Federal-Mogul LLC | ||||
46. | BCA mast guide bearing catalog : specifications and interchanges : 305 | TX0002931865 | 10/17/1990 | Federal-Mogul LLC | ||||
47. | BCA master antifriction bearing interchange, 1992 : 525 | TX0003238840 | 1/23/1992 | Federal-Mogul LLC | ||||
48. | BCA National agricultural specifications : catalog no. 518, 1995 | TX0004003032 | 2/27/1995 | Federal-Mogul LLC |
86
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
49. | BCA National wheel service catalog, 1995 : no. 505 | TX0004151741 | 11/2/1995 | Federal-Mogul LLC | ||||
50. | BCA quick reference specifications manual : catalog no. 515A | TX0003981438 | 2/27/1995 | Federal-Mogul LLC | ||||
51. | Bearing & seal transmission & differential kits | VA0000287230 | 12/8/1987 | Federal-Mogul LLC | ||||
52. | Bearings & seals quick reference guide : form no. CQ 505 | TX0004023711 | 7/28/1995 | Federal-Mogul LLC | ||||
53. | Bower/B C A 515 specifications manual : dimensions, load ratings, and additional data | TX0000856710 | 2/19/1982 | Federal-Mogul LLC | ||||
54. | Bower/B C A bearings : [no.] B-103 | VA0000268304 | 5/4/1987 | Federal-Mogul LLC | ||||
55. | Bower/B C A clutch release bearing catalog : including clutch pilot bearings | TX0000666606 | 3/26/1981 | Federal-Mogul LLC | ||||
56. | Bower/B C A drive shaft supports : [catalog] : popular applications, interchanges | TX0000476666 | 2/18/1980 | Federal-Mogul LLC | ||||
57. | Bower/B C A drive shaft supports : popular applications, interchanges | TX0001942761 | 11/24/1986 | Federal-Mogul LLC | ||||
58. | Bower/B C A mast guide bearing catalog : specifications, interchanges, popular applications | TX0000666604 | 3/26/1981 | Federal-Mogul LLC | ||||
59. | Bower/B C A National bearings and seals for U. S. and imported passenger cars, light and medium duty trucks (thru 2 1/2 ton) | TX0001945221 | 11/19/1986 | Federal-Mogul LLC | ||||
60. | Bower/B C A national construction equipment bearings and seals : 503 | TX0001465226 | 12/3/1984 | Federal-Mogul LLC | ||||
61. | Bower/B C A quick reference specifications manual : numerical & bore size listings (tapered, cylindrical, needles, journal roller bearings, and ball bearings). | TX0000797550 | 11/9/1981 | Federal-Mogul LLC | ||||
62. | CarQuest bearings & seals 1993 | TX0003759380 | 3/15/1994 | Federal-Mogul LLC | ||||
63. | CarQuest bearings & seals 1994 | TX0003806273 | 5/31/1994 | Federal-Mogul LLC | ||||
64. | CarQuest bearings & seals : vol. 1 : form no. CQ 510 | TX0004023714 | 7/28/1995 | Federal-Mogul LLC | ||||
65. | Carquest bearings & seals : vol. 2. | TX0004144779 | 7/25/1995 | Federal-Mogul LLC | ||||
66. | CarQuest bearings/seals agricultural specifications : form no. CQ 518 : August 1994 | TX0003928921 | 11/29/1994 | Federal-Mogul LLC | ||||
67. | CARQUEST bearings specification manual, issued August 1944 | TX0003758388 | 12/5/1994 | Federal-Mogul LLC | ||||
68. | CarQuest clutch release bearings : CQ 304 : October 1994 | TX0003948065 | 11/30/1994 | Federal-Mogul LLC | ||||
69. | CarQuest oil & grease seals : specification manual : March 1995 | TX0004145810 | 7/25/1995 | Federal-Mogul LLC |
87
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
70. | Carter carburetor emission components : 3881, 1989 | TX0002487536 | 1/23/1989 | Federal-Mogul LLC | ||||
71. | Carter carburetor : [no.] C18LB. | VA0000319253 | 9/16/1988 | Federal-Mogul LLC | ||||
72. | Carter electric super fuel pump | VA0000322007 | 9/19/1988 | Federal-Mogul LLC | ||||
73. | Carter engine management components for fuel injected vehicles, 1990 : catalog | TX0003758738 | 1/27/1994 | Federal-Mogul LLC | ||||
74. | Carter engine management components for fuel injected vehicles : catalog no. 3882S | TX0004096054 | 7/31/1995 | Federal-Mogul LLC | ||||
75. | Carter fuel injection & F. I. emission components : 3882, 1988 : for U. S. and imported passenger cars and light trucks, for fuel injected vehicles only | TX0002487575 | 1/23/1989 | Federal-Mogul LLC | ||||
76. | Carter Fuel pump | VA0000287233 | 12/7/1987 | Federal-Mogul LLC | ||||
77. | Carter fuel pumps : 3879, August 1987 : applications, numerical listings, interchanges, and specifications | TX0002751913 | 2/12/1990 | Federal-Mogul LLC | ||||
78. | Carter fuel pumps and fuel pump assemblies, 1990 : 3879 | TX0002834558 | 5/9/1990 | Federal-Mogul LLC | ||||
79. | Carter fuel pumps and fuel pump assemblies, 1992 : 3879 | TX0003239211 | 1/24/1992 | Federal-Mogul LLC | ||||
80. | Carter fuel pumps and fuel pump assemblies, 1994 : 3879 | TX0003785208 | 3/15/1994 | Federal-Mogul LLC | ||||
81. | Carter fuel pumps, applications and interchanges, 1987 | TX0002516390 | 11/18/1987 | Federal-Mogul LLC | ||||
82. | Carter Fuel system components | VA0000287226 | 12/4/1987 | Federal-Mogul LLC | ||||
83. | Carter new carburetors : applications and interchanges : no. 3878, 1987. | TX0002191168 | 11/18/1987 | Federal-Mogul LLC | ||||
84. | Carter new water pumps, 3870, 1988 | TX0002939329 | 10/16/1990 | Federal-Mogul LLC | ||||
85. | Carter PCV valves : 3881PCV : 1990 : for US and imported passenger cars and light trucks | TX0002753715 | 2/7/1990 | Federal-Mogul LLC | ||||
86. | Carter performance products : [no.] PP12LB | VA0000320006 | 9/16/1988 | Federal-Mogul LLC | ||||
87. | Carter super fuel pump | VA0000322005 | 9/19/1988 | Federal-Mogul LLC | ||||
88. | Carter TRW new water pumps : catalog no. X3004S | TX0004151740 | 11/6/1995 | Federal-Mogul LLC | ||||
89. | Carter water pumps : 1989 buyers guide | TX0002611335 | 7/10/1989 | Federal-Mogul LLC | ||||
90. | Carter water pumps and water pump kits : 3870, 1990 : for domestic & imported passenger cars, trucks, marine, agricultural & industrial applications | TX0003000982 | 1/28/1991 | Federal-Mogul LLC | ||||
91. | Carter Zip-Kits : 3880, 1987. | TX0003030782 | 3/11/1991 | Federal-Mogul LLC | ||||
92. | Clutch release bearings supplement, June 1995 | TX0004083665 | 7/26/1995 | Federal-Mogul LLC | ||||
93. | Competitors interchange Federal-Mogul engine bearing : [part no.] 130. | TX0000422701 | 2/25/1980 | Federal-Mogul LLC |
88
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
94. | Differential applications. Anti-friction bearings, oil seals : [catalog]. | TX0000538299 | 7/17/1980 | Federal-Mogul LLC | ||||
95. | Discover opportunities in bearings : Bower/B C A. | TX0002008928 | 2/5/1987 | Federal-Mogul LLC | ||||
96. | Discover opportunities in bearings : N A P A bearings | TX0002008929 | 2/5/1981 | Federal-Mogul LLC | ||||
97. | Discover opportunities in engine bearings : Federal-Mogul | TX0002008927 | 2/5/1987 | Federal-Mogul LLC | ||||
98. | Discover opportunities in engine bearings : N A P A engine bearings : form 5001 NEB/82. | TX0002012825 | 2/5/1987 | Federal-Mogul LLC | ||||
99. | Engine bearing service manual | TX0000800389 | 11/9/1981 | Federal-Mogul LLC | ||||
100. | Engine bearing service manual : Napa engine bearings : when the name is Napa, the standard is quality | TX0000800388 | 11/9/1981 | Federal-Mogul LLC | ||||
101. | Engine parts for Japanese vehicles = Refacciones para motores de vehiculos japoneses = Pieces de moteur pour vehicules japonais | TX0002052488 | 4/21/1987 | Federal-Mogul LLC | ||||
102. | Environmental, health and safety management systems implementation/registration guidance / authored by Roger Strelow and Cornelius C. Smith | TXu001155414 | 12/3/2003 | Federal-Mogul LLC | ||||
103. | Federal-Mogul Bower B C A bearings, National oil seals : Feb. 1989, 510A | TX0002611080 | 7/3/1989 | Federal-Mogul LLC | ||||
104. | Federal-Mogul Bower/B C A bearings, National oil seals : for U. S. and imported passenger cars, light and medium duty trucks (through 2 1/2 ton), boat trailers, snowmobiles, and ATVs : 510, 1987. | TX0002604092 | 7/3/1989 | Federal-Mogul LLC | ||||
105. | Federal-Mogul Bower/BCA bearings, BCA C.V. components, National oil seals : 1990, 510. | TX0003050892 | 4/19/1991 | Federal-Mogul LLC | ||||
106. | Federal-Mogul Bower/BCA bearings, BCA C.V. components, National oil seals : 1991, 510 | TX0003405404 | 9/24/1992 | Federal-Mogul LLC | ||||
107. | Federal-Mogul Bower/BCA bearings, National oil seals : 1994, 510. | TX0003765443 | 3/7/1994 | Federal-Mogul LLC | ||||
108. | Federal Mogul engine bearing distress analysis : 1400 EB/86 | TX0002191467 | 11/16/1987 | Federal-Mogul LLC | ||||
109. | Federal-Mogul Engine bearings | VA0000263499 | 5/4/1987 | Federal-Mogul LLC | ||||
110. | Federal-Mogul engine bearings complete interchange : 125WT, 1985 weatherly index, no. 032. | TX0002004872 | 3/3/1987 | Federal-Mogul LLC | ||||
111. | Federal-Mogul engine bearings : master interchange : 125 : 1986 : weatherly index no. 032 | TX0002751143 | 2/12/1990 | Federal-Mogul LLC | ||||
112. | Federal-Mogul engine bearings master interchange : 125, 1990 | TX0002819911 | 5/11/1990 | Federal-Mogul LLC |
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113. | Federal-Mogul engine bearings : [no.] 829AL | VA0000319307 | 9/16/1988 | Federal-Mogul LLC | ||||
114. | Federal-Mogul engine bearings : shop specification manual | TX0001282304 | 2/6/1984 | Federal-Mogul LLC | ||||
115. | Federal-Mogul engine bearings : shop specification manual | TX0000599794 | 11/10/1980 | Federal-Mogul LLC | ||||
116. | Federal-Mogul engine bearings, shop specification manual, 1989 : 115 | TX0002603032 | 6/26/1989 | Federal-Mogul LLC | ||||
117. | Federal-Mogul engine bearings shop specification manual : no. 115. | TX0001004151 | 11/1/1982 | Federal-Mogul LLC | ||||
118. | Federal-Mogul engine bearings shop specification manual : no. 115, 1984 | TX0002494578 | 1/23/1989 | Federal-Mogul LLC | ||||
119. | Federal-Mogul engine bearings shop specification manual : no. 115, 1991 | TX0003238969 | 1/27/1992 | Federal-Mogul LLC | ||||
120. | Federal-Mogul engine parts and kits : vol. 1, 1979 and earlier : catalog no. SP1501 | TX0004313021 | 6/3/1996 | Federal-Mogul LLC | ||||
121. | Federal-Mogul engine parts and kits : vol. 2, 1980 to present : no. SP1502, 1996 | TX0004314136 | 6/4/1996 | Federal-Mogul LLC | ||||
122. | Federal-Mogul heavy-duty transmission & differential applications : Bower/B C A antifriction bearings, National oil seals and gaskets : 502TD, 1987 | TX0002084849 | 3/2/1987 | Federal-Mogul LLC | ||||
123. | Federal-Mogul heavy-duty wheel applications : Bower/B C A antifriction bearings, National oil seals, hubcaps, and gaskets : 502W, 1989 | TX0002604027 | 7/3/1989 | Federal-Mogul LLC | ||||
124. | Federal-Mogul Marine products catalog | TX0002819995 | 5/11/1990 | Federal-Mogul LLC | ||||
125. | Federal Mogul performance : 3209 | TX0003441623 | 11/19/1992 | Federal-Mogul LLC | ||||
126. | Federal-Mogul performance products | TX0002957318 | 12/3/1990 | Federal-Mogul LLC | ||||
127. | Federal-Mogul performance products : 3209EP : Federal-Mogul engine bearings, Sterling pistons | TX0002753716 | 2/7/1990 | Federal-Mogul LLC | ||||
128. | Federal Mogul performance products catalog, 1991 : 3209 | TX0002990315 | 1/28/1991 | Federal-Mogul LLC | ||||
129. | Federal-Mogul pistons master catalog : catalog no. 604, 1966. | TX0004318301 | 6/3/1996 | Federal-Mogul LLC | ||||
130. | Federal-Mogul Shim stock | VA0000287228 | 12/4/1987 | Federal-Mogul LLC | ||||
131. | Federal-Mogul Thrust washer : [no.] E-34TW | VA0000319296 | 9/16/1988 | Federal-Mogul LLC | ||||
132. | Federal-Mogul valve seat catalog : 605VS 1986 weatherly index no. 060 | TX0002279697 | 11/23/1987 | Federal-Mogul LLC | ||||
133. | Firestone national wheel seals : front and rear wheel seal and bearing applications | TX0000666603 | 3/26/1981 | Federal-Mogul LLC | ||||
134. | Instrumented gasoline piston | VAu000605984 | 9/23/2003 | Federal-Mogul LLC | ||||
135. | Instrumetned diesel piston | VAu000603974 | 9/29/2003 | Federal-Mogul LLC |
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136. | Japanese application catalog : Federal-Mogul engine bearings, Hastings piston rings | TX0000486935 | 3/18/1980 | Federal-Mogul LLC | ||||
137. | Linkage capabilities. | TXu001145939 | 9/23/2003 | Federal-Mogul LLC | ||||
138. | Manual de servicio de cojinetes para motor | TX0000856711 | 2/19/1982 | Federal-Mogul LLC | ||||
139. | N305 NAPA bearings : mast guide bearing catalog : August 1990 | TX0002962412 | 12/3/1990 | Federal-Mogul LLC | ||||
140. | NAPA bearings : agricultural catalog | TX0000386112 | 12/28/1979 | Federal-Mogul LLC | ||||
141. | NAPA bearings : bearings and seals : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000797549 | 11/9/1981 | Federal-Mogul LLC | ||||
142. | NAPA bearings : [catalog] : drive shaft supports | TX0000476667 | 3/5/1980 | Federal-Mogul LLC | ||||
143. | NAPA bearings : clutch bearing master catalog | TX0000386111 | 12/28/1979 | Federal-Mogul LLC | ||||
144. | NAPA bearings : drive shaft supports | TX0001965484 | 11/19/1986 | Federal-Mogul LLC | ||||
145. | NAPA bearings : heavy duty differential catalog | TX0000549163 | 7/18/1980 | Federal-Mogul LLC | ||||
146. | NAPA bearings : heavy duty differential catalog | TX0000386114 | 12/29/1979 | Federal-Mogul LLC | ||||
147. | NAPA bearings : heavy duty transmission catalog | TX0000386110 | 12/28/1979 | Federal-Mogul LLC | ||||
148. | NAPA bearings : import vehicle applications. | TX0000666605 | 3/26/1981 | Federal-Mogul LLC | ||||
149. | NAPA bearings : mast guide bearing catalog | TX0000660484 | 3/26/1981 | Federal-Mogul LLC | ||||
150. | NAPA bearings : master bearing interchange | TX0000426347 | 3/3/1980 | Federal-Mogul LLC | ||||
151. | NAPA bearings : master bearing interchange | TX0000386115 | 12/28/1979 | Federal-Mogul LLC | ||||
152. | NAPA bearings : N302. | TX0002640056 | 7/3/1989 | Federal-Mogul LLC | ||||
153. | NAPA bearings : N502-T : heavy duty transmission catalog | TX0000556786 | 8/25/1980 | Federal-Mogul LLC | ||||
154. | NAPA bearings : N510, April 1990 | TX0003431806 | 11/23/1992 | Federal-Mogul LLC | ||||
155. | NAPA bearings : N510, Nov., 1992 : master catalog featuring bearing and seal listings for US and imported vehicles, light and medium trucks (thru 2 1/2 ton[s] : N510. | TX0003509104 | 1/28/1993 | Federal-Mogul LLC | ||||
156. | NAPA bearings numerical listing | TX0000798055 | 11/12/1981 | Federal-Mogul LLC | ||||
157. | NAPA bearings numerical listing | TX0000526390 | 7/21/1980 | Federal-Mogul LLC | ||||
158. | NAPA bearings : passenger car, light truck catalog. | TX0000362420 | 11/9/1979 | Federal-Mogul LLC | ||||
159. | NAPA bearings quick reference specifications manual : [no.] N515A : numerical & bore size listings, tapered, cylindrical, needles, journal roller bearings, and ball bearings | TX0000845009 | 12/21/1981 | Federal-Mogul LLC | ||||
160. | NAPA bearings : weatherly index 300 : N510 : Aug., 1987 : master catalog featuring bearing and seal listings for US and imported vehicles, light and medium duty trucks (thru 2 1/2 ton) | TX0002711815 | 9/18/1989 | Federal-Mogul LLC |
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161. | NAPA engine bearings : master catalog and shop manual | TX0000800386 | 11/9/1981 | Federal-Mogul LLC | ||||
162. | NAPA engine bearings : master catalog shop manual, March 1989 : N115 | TX0002612159 | 7/10/1989 | Federal-Mogul LLC | ||||
163. | NAPA engine bearings : N115 : master catalog, shop manual | TX0001027673 | 11/1/1982 | Federal-Mogul LLC | ||||
164. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0003236498 | 1/23/1992 | Federal-Mogul LLC | ||||
165. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0002132707 | 8/19/1987 | Federal-Mogul LLC | ||||
166. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0002045884 | 3/2/1987 | Federal-Mogul LLC | ||||
167. | NAPA fuel pumps : fuel pumps and fuel pump assemblies : N3879 : catalog. | TX0003637418 | 3/14/1994 | Federal-Mogul LLC | ||||
168. | NAPA fuel pumps : fuel pumps and fuel pump assemblies : N3879, Jan. 1992 | TX0003239661 | 1/27/1992 | Federal-Mogul LLC | ||||
169. | NAPA lighting : lighting and safety products : N2001 | TX0003328813 | 6/12/1992 | Federal-Mogul LLC | ||||
170. | NAPA lighting : lighting and safety products : N2001-S : for automotive, heavy-duty and industrial applications | TX0003446460 | 11/16/1992 | Federal-Mogul LLC | ||||
171. | National O-rings | VA0000319297 | 9/16/1988 | Federal-Mogul LLC | ||||
172. | National O-rings industrial maintenance guide : 915 | TX0002004869 | 3/3/1987 | Federal-Mogul LLC | ||||
173. | National O-rings industrial maintenance guide : [no.] 915 | TX0002483514 | 1/9/1989 | Federal-Mogul LLC | ||||
174. | National oil seals. | VA0000263500 | 5/4/1987 | Federal-Mogul LLC | ||||
175. | National oil seals 1995 buyers guide : catalog no. 470 1995 SLS | TX0004020016 | 6/28/1995 | Federal-Mogul LLC | ||||
176. | National oil seals 1996 buyers guide : BCA bearings : catalog no. 570 | TX0004266168 | 4/18/1996 | Federal-Mogul LLC | ||||
177. | National oil seals industrial interchange : 428, 1988 | TX0002972647 | 12/13/1990 | Federal-Mogul LLC | ||||
178. | National oil seals, industrial zero-duplication plus : specification manual, 1990 : no. 415-I | TX0002931864 | 10/17/1990 | Federal-Mogul LLC | ||||
179. | National oil seals master interchange | TX0001954864 | 11/20/1986 | Federal-Mogul LLC | ||||
180. | National oil seals master interchange | TX0001004334 | 11/1/1982 | Federal-Mogul LLC | ||||
181. | National oil seals master interchange | TX0000711329 | 6/25/1981 | Federal-Mogul LLC | ||||
182. | National oil seals master interchange, 1988 : 425 | TX0002959184 | 11/30/1990 | Federal-Mogul LLC | ||||
183. | National oil seals master interchange : catalog no. 425, 1995 | TX0004161856 | 10/30/1995 | Federal-Mogul LLC | ||||
184. | National oil seals specifications manual, 1985 : no. 415. | TX0002389997 | 9/29/1988 | Federal-Mogul LLC |
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185. | National oil seals specifications manual, 1988 : no. 415. | TX0002487733 | 1/23/1989 | Federal-Mogul LLC | ||||
186. | National oil seals specifications manual, 1995 : catalog no. 415 | TX0004147997 | 10/31/1995 | Federal-Mogul LLC | ||||
187. | National redi-sleeves. | VA0000327565 | 3/14/1988 | Federal-Mogul LLC | ||||
188. | National to Redi-Sleeve cross reference listing : 435RS, January 1982 | TX0002137178 | 8/17/1987 | Federal-Mogul LLC | ||||
189. | Pistones Sterling : catalogo maestro para automoviles y camiones livianos : SP604 | TX0001027672 | 12/20/1982 | Federal-Mogul LLC | ||||
190. | RingChek. | TXu001155202 | 9/29/2003 | Federal-Mogul LLC | ||||
191. | Sealed power engine kits and parts : vol. 1, 1976 & earlier : catalog no. SP1051, 1994 | TX0003942165 | 12/8/1994 | Federal-Mogul LLC | ||||
192. | Sealed power engine kits and parts : vol. 2, 1977 to present : catalog no. SP1502, 1994 | TX0003942166 | 12/8/1994 | Federal-Mogul LLC | ||||
193. | Sealed power engine kits and parts : vol. 3 : numerical & progressive diametrical listings & POP code : cat. no. SP1053 | TX0003952667 | 12/6/1994 | Federal-Mogul LLC | ||||
194. | Source power | TX0004106874 | 2/10/1995 | Federal-Mogul LLC | ||||
195. | Sterling pistons | VA0000300339 | 1/27/1988 | Federal-Mogul LLC | ||||
196. | Sterling pistons master catalog : 604, 1987 | TX0002801354 | 2/20/1990 | Federal-Mogul LLC | ||||
197. | Sterling pistons master catalog : 604, 1990 | TX0002847605 | 6/21/1990 | Federal-Mogul LLC | ||||
198. | Stock check guidebearings and seals | TX0000856712 | 2/19/1982 | Federal-Mogul LLC | ||||
199. | TRW constant velocity joints and boot kits : catalog no. X-4012, 1995 supplersedes 1992 | TX0004078147 | 7/26/1995 | Federal-Mogul LLC | ||||
200. | TRW engine kits, 1994 : catalog no. X-3000 | TX0003978936 | 12/19/1994 | Federal-Mogul LLC | ||||
201. | TRW wheel alignment products : catalog no. X4023, 1995. | TX0004020010 | 7/25/1995 | Federal-Mogul LLC | ||||
202. | X4000-2 TRW chassis parts : vol. 2, 1994 | TX0003964930 | 12/15/1994 | Federal-Mogul LLC | ||||
203. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000348441 | 10/19/1979 | Federal-Mogul LLC | ||||
204. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000470946 | 11/13/1979 | Federal-Mogul LLC | ||||
205. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000327185 | 9/12/1979 | Federal-Mogul LLC | ||||
206. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0001963488 | 11/20/1986 | Federal-Mogul LLC | ||||
207. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs. | TX0001243331 | 12/5/1983 | Federal-Mogul LLC | ||||
208. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000752738 | 8/5/1981 | Federal-Mogul LLC |
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209. | Bower/B C A national : 517 : agricultural catalog bearings and seals / Federal Mogul | TX0001083780 | 3/10/1983 | Federal-Mogul LLC | ||||
210. | Bower/B C A national [catalog] : 0505 : wheel bearings and seals : pinion and transmission seals : passenger cars and light trucks : includes import vehicle coverage | TX0000618359 | 11/10/1980 | Federal-Mogul LLC | ||||
211. | Buyers guide 1986. Federal Mogul engine bearings. | TX0002004835 | 3/3/1987 | Federal-Mogul LLC | ||||
212. | Buyers guide 1986. Federal Mogul engine bearings. | TX0002004870 | 3/3/1987 | Federal-Mogul LLC | ||||
213. | Buyers guide 1986. National oil seals | TX0002029577 | 3/2/1987 | Federal-Mogul LLC | ||||
214. | Buyers guide 1986. Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits | TX0002029574 | 3/2/1987 | Federal-Mogul LLC | ||||
215. | Buyers guide 1986. Sterling pistons. | TX0002029575 | 3/2/1987 | Federal-Mogul LLC | ||||
216. | Buyers guide 1986. Sterling pistons. | TX0002004871 | 3/3/1987 | Federal-Mogul LLC | ||||
217. | EB64M Engine Bearings | A678911 | 2/24/1964 | Federal-Mogul LLC | ||||
218. | SRB64P Front/Rear Wheel Bearings & Seals | A678912 | 2/24/1964 | Federal-Mogul LLC | ||||
219. | Supp.1 National Oil Seal Specifications Manual | A678913 | 2/24/1964 | Federal-Mogul LLC | ||||
220. | EB64PLT Engine Bearings | A678914 | 2/24/1964 | Federal-Mogul LLC | ||||
221. | RB64TR Truck Ball and Roller Bearings | A683999 | 3/13/1964 | Federal-Mogul LLC | ||||
222. | Engine Bearing Service Manual, 8th Ed | A701792 | 6/29/1964 | Federal-Mogul LLC | ||||
223. | EB64MX Engine Bearings | A701791 | 6/29/1964 | Federal-Mogul LLC | ||||
224. | PT63S National Oil Seals Supplement to PT63 | A702491 | 7/6/1964 | Federal-Mogul LLC | ||||
225. | Tapered Bearings Rapid Selection Chart | A706095 | 7/27/1964 | Federal-Mogul LLC | ||||
226. | SRB64PLT Wheel Bearings and Oil Seals | A708009 | 6/1/1964 | Federal-Mogul LLC | ||||
227. | Supp.1 Engine Bearings Shop Specifications Manual | A721780 | 10/12/1964 | Federal-Mogul LLC | ||||
228. | 1965 Autos - Advance Replacement Parts | A729703 | 11/18/1964 | Federal-Mogul LLC | ||||
229. | S65DOSS National Oil Seals Obsolete, Substitute Numbers | A729703 | 1/25/1965 | Federal-Mogul LLC | ||||
230. | S65SP National Oil Seals Specification Manual | A744979 | 2/10/1965 | Federal-Mogul LLC | ||||
231. | RD64 National Red-Dot Oil Seals | A679653 | 2/26/1964 | Federal-Mogul LLC | ||||
232. | WS64 National Wear Sleeves | A689011 | 4/17/1964 | Federal-Mogul LLC | ||||
233. | Oil and Grease Seals | A689012 | 4/17/1964 | Federal-Mogul LLC | ||||
234. | FM Job-Tailored Crankshaft Kit | A753869 | 3/29/1965 | Federal-Mogul LLC |
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235. | SRB65P Front and Rear Wheel Bearings | A760235 | 4/21/1965 | Federal-Mogul LLC | ||||
236. | S6515XPR Distributors Net Prices, Stock Items - May 1965 | A760236 | 4/21/1965 | Federal-Mogul LLC | ||||
237. | S651-5X National Oil Seals Export Net Prices Jan 1965 | A760237 | 4/21/1965 | Federal-Mogul LLC | ||||
238. | OR65M National O-Rings | A763203 | 5/10/1965 | Federal-Mogul LLC | ||||
239. | NSD - A Look into The Future | A764272 | 5/14/1965 | Federal-Mogul LLC | ||||
240. | RB651-5XPR Bower Roller Bearings - BCA Ball Bearings Prices | A768866 | 5/28/1965 | Federal-Mogul LLC | ||||
241. | RMC - For 45 Years A Trusted Name | Kk94513 | 3/12/1954 | Federal-Mogul LLC | ||||
242. | RMC Replacement Valves | Kk94514 | 3/12/1954 | Federal-Mogul LLC | ||||
243. | EB65CK Federal-Mogul Crankshaft Kit | A771383 | 6/14/1965 | Federal-Mogul LLC | ||||
244. | SRB65PS Front Wheel Bearing and Oil Seal Application Chart | A783179 | 8/19/1965 | Federal-Mogul LLC | ||||
245. | SRV65PSC Front Wheel Bearing and Oil Seal Application Chart | A783180 | 8/19/1965 | Federal-Mogul LLC | ||||
246. | EB65MX Engine Bearings | A783181 | 8/19/1965 | Federal-Mogul LLC | ||||
247. | SRB65PLT Fast Moving Service System | A783978 | 8/27/1965 | Federal-Mogul LLC | ||||
248. | B65CR Clutch Release Bearings | A783979 | 9/9/1965 | Federal-Mogul LLC | ||||
249. | RAS-65 RMC Rocker Parts, June 1965 | A787245 | 9/9/1965 | Federal-Mogul LLC | ||||
250. | P65 Sterling Pistons Master Catalog | A797840 | 10/20/1965 | Federal-Mogul LLC | ||||
251. | VP65M Federal-Mogul Engine Products | A797841 | 10/20/1965 | Federal-Mogul LLC | ||||
252. | V65 RMC Valves Master Catalog | A797842 | 10/20/1965 | Federal-Mogul LLC | ||||
253. | Why Do O-Rings Fail? From National Seal | A810775 | 1/14/1966 | Federal-Mogul LLC | ||||
254. | OP66M Federal-Mogul Reconditioned Oil Pumps | A816974 | 2/17/1966 | Federal-Mogul LLC | ||||
255. | OP6613 Federal-Mogul Engine Products, Resale | A816976 | 2/17/1966 | Federal-Mogul LLC | ||||
256. | OP6615 Federal-Mogul Engine Products, Distributor | A816975 | 2/17/1966 | Federal-Mogul LLC | ||||
257. | 1966 Autos - Advance Replacement Parts | A824868 | 3/10/1966 | Federal-Mogul LLC | ||||
258. | OP66MS Federal-Mogul Engine Products | A829732 | 4/6/1966 | Federal-Mogul LLC | ||||
259. | 801 Master Catalog, 1966 | A829733 | 4/6/1966 | Federal-Mogul LLC | ||||
260. | EB65SP Shop Specification Manual, U.S. | A832749 | 4/29/1966 | Federal-Mogul LLC | ||||
261. | 1101 Federal-Mogul Crankshaft Kit | A836766 | 5/9/1966 | Federal-Mogul LLC |
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262. | 1010 National Gasket Quick Reference, 1966 | A851343 | 7/25/1966 | Federal-Mogul LLC | ||||
263. | 401 National Oil Seal Catalog, 1966 | A851344 | 7/25/1966 | Federal-Mogul LLC | ||||
264. | 505 Wheel Bearing & Seal Catalog, 1966 | A852577 | 7/28/1966 | Federal-Mogul LLC | ||||
265. | 1001 National Gasket Catalog, 1966 | A852810 | 8/1/1966 | Federal-Mogul LLC | ||||
266. | 503 Bower/BCA Ball and Roller Bearings | A852999 | 8/19/1966 | Federal-Mogul LLC | ||||
267. | 490 National Oil Seals DOSS, 1966 | A857114 | 8/29/1966 | Federal-Mogul LLC | ||||
268. | 502 Bower/BCA Ball and Roller Bearings | A857115 | 8/29/1966 | Federal-Mogul LLC | ||||
269. | 0505 Wheel Bearing & Seal Catalog, 1966 | A857113 | 8/29/1966 | Federal-Mogul LLC | ||||
270. | VM66 Vellumoid Gaskets, Master Catalog | A858839 | 9/9/1966 | Federal-Mogul LLC | ||||
271. | 101 Federal-Mogul Engine Bearings, 1966 | A862422 | 9/26/1966 | Federal-Mogul LLC | ||||
272. | Introducing National Gaskets | A863091 | 9/22/1966 | Federal-Mogul LLC | ||||
273. | National Gasket Mart | A863092 | 9/22/1966 | Federal-Mogul LLC | ||||
274. | Look Whats Been Added to the Federal-Mogul Line | A863093 | 9/22/1966 | Federal-Mogul LLC | ||||
275. | The Newest Name In Gaskets Is The | A863094 | 9/22/1966 | Federal-Mogul LLC | ||||
276. | B65S Sterling, Supplement to Master Catalog | A881307 | 12/23/1966 | Federal-Mogul LLC | ||||
277. | Bearing Down! | A887632 | 1/26/1967 | Federal-Mogul LLC | ||||
278. | 112 FM Engine Bearing Racing Catalog | A889106 | 2/6/1967 | Federal-Mogul LLC | ||||
279. | 601S Federal-Mogul Engine Products | A891368 | 2/16/1967 | Federal-Mogul LLC | ||||
280. | V65S Supplement to V-65 Master Catalog | A898118 | 3/20/1967 | Federal-Mogul LLC | ||||
281. | P65S Supplement to P-65 Master Catalog | A898119 | 3/20/1967 | Federal-Mogul LLC | ||||
282. | Federal-Mogul Service Replacement Parts | A898074 | 3/20/1967 | Federal-Mogul LLC | ||||
283. | 510 Bower/BCA Bearings Plus National | A905304 | 4/20/1967 | Federal-Mogul LLC | ||||
284. | 101S Federal-Mogul Engine Bearings | A905305 | 4/20/1967 | Federal-Mogul LLC | ||||
285. | OP167 SSD Remanufactured Oil Pumps | A923809 | 7/12/1967 | Federal-Mogul LLC | ||||
286. | 304 Clutch Release Bearings / Assemblies | A92667 | 7/27/1967 | Federal-Mogul LLC | ||||
287. | 505 Wheel Bearings and Oil Seals | A932957 | 8/22/1968 | Federal-Mogul LLC | ||||
288. | 415 National Oil Seal Specification Manual | A935852 | 8/30/1967 | Federal-Mogul LLC | ||||
289. | 416 National Oil Seal Specification Manual | A935853 | 8/30/1967 | Federal-Mogul LLC | ||||
290. | 701 FM Remanufactured Oil Pumps, 1967 | A935850 | 8/30/1967 | Federal-Mogul LLC | ||||
291. | OP267 SSD Remanufactured Oil Pumps | A935851 | 8/30/1967 | Federal-Mogul LLC | ||||
292. | BCA, Serving Industry With Widest | A937980 | 9/22/1967 | Federal-Mogul LLC |
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356. | 602 Federal-Mogul Industrial Engine Parts, 1972 | A370099 | 9/22/1972 | Federal-Mogul LLC | ||||
357. | 615 Sterling Pistons & RMC Valves, 1972 | A373499 | 10/6/1972 | Federal-Mogul LLC | ||||
358. | 490 National Oil Seals DOSS, 1972 | A381783 | 11/10/1972 | Federal-Mogul LLC | ||||
359. | 590 Bower & BCA Bearings DOSS, 1972 | A381784 | 11/10/1972 | Federal-Mogul LLC | ||||
360. | 610 Federal-Mogul Engine Parts, 1973 | A416009 | 3/12/1973 | Federal-Mogul LLC | ||||
361. | AT3 Portable Air Tools, 1973 | A426517 | 3/12/1973 | Federal-Mogul LLC | ||||
362. | B3 Master Carbide Burs and Tools, 1973 | A415406 | 3/12/1973 | Federal-Mogul LLC | ||||
363. | 1501 Federal-Mogul Timing Components, 1973 | A416008 | 3/12/1973 | Federal-Mogul LLC | ||||
364. | 6510 Vehicle Replacement Parts, 1973 | A426581 | 4/23/1973 | Federal-Mogul LLC | ||||
365. | SS3 Master Solid Carbide Saws, 1973 | A426580 | 4/23/1973 | Federal-Mogul LLC | ||||
366. | CD3 Metal Removal Contour Discs, 1973 | A426766 | 4/23/1973 | Federal-Mogul LLC | ||||
367. | 612 Federal-Mogul Engine Sets, 1973 | A426767 | 4/23/1973 | Federal-Mogul LLC | ||||
368. | V3 Metal Removal Grinding Wheels, 1973 | A433572 | 5/14/1973 | Federal-Mogul LLC | ||||
369. | T3 Master Carbide Tips, 1973 | A433571 | 5/14/1973 | Federal-Mogul LLC | ||||
370. | Master Carbide Burs and Rotary Tools | A433570 | 5/14/1973 | Federal-Mogul LLC | ||||
371. | 517 Federal-Mogul Agricultural Bearings | A434788 | 5/17/1973 | Federal-Mogul LLC | ||||
372. | Bower Roller Bearings Selection Chart | A460005 | 8/22/1973 | Federal-Mogul LLC | ||||
373. | 115 Federal-Mogul Engine Bearing Shop Manual | A591293 | 11/14/1974 | Federal-Mogul LLC | ||||
374. | 415S National Oil Seals, Zero Duplication, Industrial Spec, 1976 | A830335 | 2/28/1977 | Federal-Mogul LLC | ||||
375. | 428 National Oil Seals, Zero Duplication, Industrial Interchg, 1976 | A830334 | 2/28/1977 | Federal-Mogul LLC | ||||
376. | 425 National Oil Seals, 1977 | A830333 | 2/28/1977 | Federal-Mogul LLC | ||||
377. | 115 Federal-Mogul Engine Bearings, 1977 | A830336 | 2/28/1977 | Federal-Mogul LLC | ||||
378. | Colorful Federal-Mogul | A830332 | 2/28/1977 | Federal-Mogul LLC | ||||
379. | EBF3-76 Bearing Basic Facts, Distress | A841766 | 4/4/1977 | Federal-Mogul LLC | ||||
380. | EBF2-76 Bearing Basic Facts, Terms | A841767 | 4/4/1977 | Federal-Mogul LLC | ||||
381. | Grid design/Carter carburetor | VA319-258 | 7/17/1978 | Federal-Mogul LLC |
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1. | 2013 NAPA Coil Spring Catalogue (NCS13C October) | Pending | Federal-Mogul Chassis LLC | |||||||
2. | 2013 NAPA COIL SPRING CATALOG (NC513 October); Supersedes NCS11 | Pending | Federal-Mogul Chassis LLC | |||||||
3. | 2013 Raybestos Chassis Parts Catalog RC13-LM | Pending | Federal-Mogul Chassis LLC | |||||||
4. | 2014 Carquest Raybestos Medium & Heavy Duty Chassis Application Guide (ffCQ2014PCHHD Supersedes CQ-10009) | Pending | Federal-Mogul Chassis LLC | |||||||
5. | Raybestos Suspension and Steering System Diagrams; SSD-13 | TX 7-722-794 | Registered | 03/18/2108 | Federal-Mogul Chassis LLC | |||||
6. | Raybestos Alignments Parts Catalog RA-13 Coverage Thru 2013 | TX 7-679-514 | Registered | 03/28/2108 | Federal-Mogul Chassis LLC | |||||
7. | McQuay-Norris 1991-2013 Alignment Parts Catalog; MNA-13 | TX-7-708-39G | Registered | 04/16/2108 | Federal-Mogul Chassis LLC | |||||
8. | 2013 NAPA Alignment Products Catalogue NA13C | TX7-721-465 | Registered | 05/01/2108 | Federal-Mogul Chassis LLC | |||||
9. | 2013 CARQUEST Chassis Alignment Reference & Application Guide CQ2013AL | TX 7-719-383 | Registered | 04/30/2108 | Federal-Mogul Chassis LLC | |||||
10. | ACDelco 2013 Chassis Parts Alignment Products Catalog 4SA- 120-13; Supersedes 45A-120-12 | TX 7-717-960 | Registered | 05/07/2108 | Federal-Mogul Chassis LLC | |||||
11. | ACDelco 2013 Car & Light-Duty Truck Chassis Catalog 45A-1QO- 13-V2/1991 Present; Supersedes 45A-100-12-V2 | TX 7-722-850 | Registered | 05/16/2108 | Federal-Mogul Chassis LLC | |||||
12. | 2008 Chassis Parts- Alignment Products Catalog 45A120-OB | TX 6-977-281 | Registered | 1/2/2103 | Federal-Mogul Chassis LLC | |||||
13. | 2011 NAPA Coil Springs Catalogue NCS11C | TX 7-477-355 | Registered | 1/4/2107 | Federal-Mogul Chassis LLC | |||||
14. | 2011 NAPA Coil Spring Catalog NCS11 | TX 7-476-043 | Registered | 1/6/2107 | Federal-Mogul Chassis LLC | |||||
15. | NAPA Heavy Duty Chassis Parts CH-MHD-07 | TX 6-941-713 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
16. | McQuay-Norris Alignment Products Catalog MNA07 | TX 6-941-730 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
17. | 2008 Chassis Parts- Alignment Products Catalog 45A-120-OB- GMP | TX 6-941-735 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
18. | 2010 Heavy Duty Chassis Part Catalog CH-MHD-10 | TX 7-346-745 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
19. | 2010 Heavy Duty Chassis Parts Catalogue CH-MHD-10C | TX 7-323-026 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
20. | 2010 NAPA Coil Spring Catalogue NCS10C | TX 7-313-721 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
21. | !010 NAPA Coil Spring Catalog NCS10 | TX 7-312-772 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
22. | vlcQuay-Norris 2012 Control Arm Parts Catalog MNCA12 | TX 0007487996 | Registered | 1/19/2107 | Federal-Mogul Chassis LLC |
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23. | .012 NAPA Control Arm Catalog NCCA12 | TX 7-491-384 | Registered | /19/2107 | Federal-Mogul Chassis LLC | |||||
24. | Raybestos 2012 Heavy Duty Chassis Parts Catalog (RCHD-12) | TX0007478689 | Registered | 1/20/2107 | Federal-Mogul Chassis LLC | |||||
25. | 2012 Heavy Duty Chassis Parts Catalog CH-MHD-12 | TX 7-483-454 | Registered | 1/24/2107 | Federal-Mogul Chassis LLC | |||||
26. | 2010 Carquest Medium & Heavy Duty Chassis Application Guide CQ-10009 | TX-7-326-073 | Registered | 1/31/2106 | Federal-Mogul Chassis LLC | |||||
27. | NAPA 2007 Interchange & Product Numeric Catalog Reference Guide | TX 6-536-456 | Registered | 02/01/2102 | Federal-Mogul Chassis LLC | |||||
28. | Raybestos Hub Assemblies Domestic & Import Applications BPC-HA1 | TX 6-974-677 | Registered | 2/5/2103 | Federal-Mogul Chassis LLC | |||||
29. | Raybestos Chassis Parts Catalog 1991*2009 (RC09-LM) | TX 6-938-861 | Registered | 2/9/2104 | Federal-Mogul Chassis LLC | |||||
30. | 2008 NAPA Strut Mounts Catalogue NCSM08C | TX 7-174-261 | Registered | 2/16/2104 | Federal-Mogul Chassis LLC | |||||
31. | NAPA Chassis Parts Catalog NC07-LM-C1991-2007 | TX 6-565-481 | Registered | 3/1/2102 | Federal-Mogul Chassis LLC | |||||
32. | NAPA Chassis Parts Catalog NC07-LM 1991-2007 | TX 6-572-749 | Registered | 3/1/2102 | Federal-Mogul Chassis LLC | |||||
33. | 2009 NAPA Coil Spring Catalog NCS09 | TX 6-963-346 | Registered | 3/5/2104 | Federal-Mogul Chassis LLC | |||||
34. | 2011 NAPA Alignment Products Catalog NA11 | TX 7-360-813 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
35. | Raybestos Alignment Parts Catalog Coverage Thru 2011 RA-11 | TX 7-335-476 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
36. | 2011 NAPA Alignment Products Catalogue NA11C | TX 7-360-815 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
37. | 2009 NAPA Coil Spring Catalogue NCS09C | TX 6-948-897 | Registered | 3/12/2104 | Federal-Mogul Chassis LLC | |||||
38. | 2009 NAPA Heavy Duty Chassis Parts Catalog CH-MHD-09 | TX 6-960-458 | Registered | 3/12/2104 | Federal-Mogul Chassis LLC | |||||
39. | 2010 NAPA Alignment Products Catalogue NA10C | TX 7-158-912 | Registered | 3/18/2105 | Federal-Mogul Chassis LLC | |||||
40. | 2012 CARQUEST Alignment Catalog CA2012AL | TX 7-527-266 | Registered | 3/19/2107 | Federal-Mogul Chassis LLC | |||||
41. | Raybestos Alignment Parts Catalog RA-12 Coverage Thru 2012 | TX 7-507-133 | Registered | 3/19/2107 | Federal-Mogul Chassis LLC | |||||
42. | 2012 NAPA Alignment Products Catalog NA12 | TX 7-502-526 | Registered | 3/21/2107 | Federal-Mogul Chassis LLC | |||||
43. | 2012 Heavy Duty Chassis Parts Catalogue CH-MHD-12C | TX 7-509-996 | Registered | 3/21/2107 | Federal-Mogul Chassis LLC | |||||
44. | 2008 NAPA Strut Mounts Catalog NCSM08 | TX 6-952-062 | Registered | 3/23/2104 | Federal-Mogul Chassis LLC | |||||
45. | 1991-2010 Raybestos Alignment Parts Catalog RA-10 | TX 7-169-190 | Registered | 3/24/2105 | Federal-Mogul Chassis LLC | |||||
46. | 1990 & Prior Chassis Parts Catalog Domestic, Impart, Passenger Cars, Light-Duty Trucks & SUVS RC09-VIN | TX 6-953-523 | Registered | 3/25/2104 | Federal-Mogul Chassis LLC | |||||
47. | ACDelco 2012 Chassis Parts Alignment Products Catalog 45A- 120-12 | TX 7-508-091 f | Registered | 1/26/2107 | Federal-Mogul Chassis LLC |
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48. | 1991-2011 Raybestos Chassis Parts Catalog RC11-LM | TX 7-364-037 | Registered | 3/26/2106 | Federal-Mogul Chassis LLC | |||||
49. | Chassis Parts Catalog NCQ50VIN 1990 & Prior | TX 6-404-978 | Registered | 3/30/2101 | Federal-Mogul Chassis LLC | |||||
50. | 2012 NAPA Chassis Applications Catalog 1996-2013 Coverage Supplement / NC12-LM-S March 2012 | TX 7-517-366 | Registered | 3/30/2107 | Federal-Mogul Chassis LLC | |||||
51. | 2011 NAPA Chassis Applications Catalog 1996-2011 Coverage NC11-LM | TX 7-355-290 | Registered | 4/5/2106 | Federal-Mogul Chassis LLC | |||||
52. | 2011 NAPA Chassis Applications Catalogue 1996-2011 Coverage NC11-LM-C | TX 7-353-775 | Registered | 4/5/2106 | Federal-Mogul Chassis LLC | |||||
53. | 2012 NAPA Strut Mount Catalogue; NCSM12/December (Supersedes NCSM11C) | TX 7-657-244 | Registered | 12/27/2107 | Federal-Mogul Chassis LLC | |||||
54. | McQuay-Norris 1991-2010 Alignment Parts Catalog MNA-10 | TX 7-174-591 | Registered | 4/23/2105 | Federal-Mogul Chassis LLC | |||||
55. | 2012 NAPA Alignment Products Catalogue NA12C | TX 7-522-867 | Registered | 4/30/2107 | Federal-Mogul Chassis LLC | |||||
56. | Spicer Chassis Parts Catalog Coverage for Vehicles from 1991 Thru 2007 SC07-LM | TX 6-590-864 | Registered | 5/1/2102 | Federal-Mogul Chassis LLC | |||||
57. | ACDelco 2011 Car & Light-Duty Truck Chassis Catalog 45A-100- 11 Volume 2 | TX 7-364-645 | Registered | 5/2/2106 | Federal-Mogul Chassis LLC | |||||
58. | ACDelco 2011 Chassis Parts Alignment Products Catalog 45A- 120-11 | TX 7-373-434 | Registered | 5/2/2106 | Federal-Mogul Chassis LLC | |||||
59. | 2012 NAPA Chassis Applications Catalogue NC12-LM-CS; 1996- 2012 Coverage Supplement | TX 7-539-207 | Registered | 5/2/2107 | Federal-Mogul Chassis LLC | |||||
60. | 2009 Heavy Duty Chassis Parts Catalogue CH-MHD-09C | TX 6-970-350 | Registered | 5/8/2104 | Federal-Mogul Chassis LLC | |||||
61. | 2009 Professional Grade Hub Assemblies Catalog BPC-HA2 | TX0006965271 | Registered | 5/11/2104 | Federal-Mogul Chassis LLC | |||||
62. | CARQUEST Passenger Cars / Light Duty Trucks 1991 - 2014; CQ2013PCH; Supersedes CQ2012B | TX 7-743-963 | Registered | 05/16/2108 | Federal-Mogul Chassis LLC | |||||
63. | 2010 NAPA Chassis Applications Catalogue 1996-2010 Coverage NC10-LM-C | TX 7-207-968 | Registered | 5/17/2105 | Federal-Mogul Chassis LLC | |||||
64. | 2013 McQuay-Narris Chassis Parts Catalog MN13-LM | TX 7-735-673 | Registered | 05/17/2108 | Federal-Mogul Chassis LLC | |||||
65. | 2013 NAPA Chassis Applications Catalog 1996-2014 Coverage NC13-LM May 2013 | TX 7-744-803 | Registered | 05/22/2108 | Federal-Mogul Chassis LLC | |||||
66. | Canadian NAPA Chassis Applications Catalogue 1996- | Federal-Mogul Chassis LLC | ||||||||
67. | Coverage; NC13-LM-C Supersedes NC13-LM-C May 2013 | TX 7-731-631 | Registered | 05/22/2108 | Federal-Mogul Chassis LLC | |||||
68. | Raybestos 1991-2010 Chassis Parts Catalog RC10-LM | TX 7-211-602 | Registered | 5/24/2105 | Federal-Mogul Chassis LLC |
102
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69. | 1991-2012 CAR QUEST Chassis Passenger Cars/Ught Duty Trucks CQ2012B; Code PCH | TX 7-549-306 | Registered | 5/24/2107 | Federal-Mogul Chassis LLC | |||||
70. | ACDelco 2010 Chassis Parts Alignment Products Catalog 45A- 120-10 | TX 7-189-116 | Registered | 5/26/2105 | Federal-Mogul Chassis LLC | |||||
71. | 2011 Raybestos Hub Assemblies Catalog BPC-HA-11 | TX 7-387-194 | Registered | 5/31/2106 | Federal-Mogul Chassis LLC | |||||
72. | Spicer CV Boot Catalog SCV06 | TX 6-421-643 | Registered | 6/1/2101 | Federal-Mogul Chassis LLC | |||||
73. | ACDelco 2007 Chassis Parts Catalog 45A-100-07-GMP - Volume 2 Years 1990 and Earlier | TX 6-596-371 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
74. | McQuay-Norris Chassis Parts Catalog Passenger Cars/Ught Trucks/SUVs Coverage for Vehicles from 1991 thru 2007 MN07-LM | TX 6-605-869 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
75. | McQuay-Norris Chassis Parts Catalog Passenger Cars/Ught Trucks/SUVs Coverage for Vehicles thru 1990 MN07-EM | TX 6-594-833 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
76. | Mighty Chassis Parts 2007-1991 Steering System Suspension System | TX 6-605-868 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
77. | Mighty Chassis Parts 1990 & Earlier Steering System Suspension System | TX 6596-372 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
78. | Instructions for a Come-Back Free Installation | TX 6B44-296 | Registered | 6/1/2103 | Federal-Mogul Chassis LLC | |||||
79. | ACDelco 2010 Car & Light-Duty Truck Chassis Catalog 45A-100- 10 Volume 2 1991-2010 | TX 7-231-326 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
80. | 1991-2010 McQuay-Norris Chassis Parts Catalog MN10-LM | TX 7-230-756 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
81. | 2010 NAPA Chassis Applications Catalog 1996-2010 Coverage NC 10-LM | TX 7-231-321 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
82. | Chassis Parts Catalog NC06-LM1991-2006 | TX 6-405-685 | Registered | 6/5/2101 | Federal-Mogul Chassis LLC | |||||
83. | 2009 Master Reference Guide MRG-09 | TX0006985116 | Registered | 6/15/2104 | Federal-Mogul Chassis LLC | |||||
84. | 2007 Chassis Parts-Coil Springs 45A-110-07-GMP | TX 6-982-460 | Registered | 6/18/2104 | Federal-Mogul Chassis LLC | |||||
85. | Spicer the Choice in Chassis SC06-LM | TX 6-409-075 | Registered | 6/19/2101 | Federal-Mogul Chassis LLC | |||||
86. | ACDelco 2007 Chassis Parts Catalog 4SA-100-07 - Volume 2 Years 2007-1991 | TX 6-606197 | Registered | 6/19/2102 | Federal-Mogul Chassis LLC | |||||
87. | ACDelco 2007 Chassis Parts Catalog 45A-100-07-GMP - Volume 2 Years 2007-1991 | TX 6596370 | Registered | 6/19/2102 | Federal-Mogul Chassis LLC | |||||
88. | ACDelco 2007 Chassis Parts Catalog 45A-100-07 - Volume 1 Years 1990 & Earlier | TX 6606196 | Registered | S/19/2102 | Federal-Mogul Chassis LLC |
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89. | McQuay-Norris CV Boot Catalog MNCV06 | TX 6421-642 | Registered | 5/30/2101 | Federal-Mogul Chassis LLC | |||||
90. | Spicer the Choice in Chassis SC06-VIN | TX 6-404-998 | Registered | i/30/2101 | Federal-Mogul Chassis LLC | |||||
91. | NAPA Chassis NCS06 | TX 6421-465 | Registered | i/30/2101 | Federal-Mogul Chassis LLC | |||||
92. | 2009 NAPA Chassis Applications Catalogue 1991-2009 Coverage NC09-LM-C | TX 7-224-517 | Registered | 7/9/2104 | Federal-Mogul Chassis LLC | |||||
93. | 2009 NAPA Chassis Applications Catalog 1991-2009 Coverage NC09-LM | TX 7-001-580 | Registered | 7/10/2104 | Federal-Mogul Chassis LLC | |||||
94. | 2010 NAPA Chassis Applications Catalogue 1995 and Prior Coverage NC10-VIN-C | TX 7-225-213 | Registered | 7/12/2105 | Federal-Mogul Chassis LLC | |||||
95. | 2010 Hub Assemblies Catalog Domestic/lmport Applications BPC-HA-10 | TX 7-229-059 | Registered | 7/12/2105 | Federal-Mogul Chassis LLC | |||||
96. | 2013 NAPA Alignment Products Catalog NA13 Passenger Cars, Light Trucks, SUV (Supersedes NA12) | TX 7-689-952 | Registered | 03/21/2108 | Federal-Mogul Chassis LLC | |||||
97. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09-GMP Volume 21991-2009 | TX 7-043-067 | Registered | 7/27/2104 | Federal-Mogul Chassis LLC | |||||
98. | AC Delco 2012 Car & Light Duty Truck Chassis Catalog; 45A- 100-12-V2; 1991-present; Supersedes 45A-100-11-V2 | TX 7-572-957 | Registered | 7/27/2107 | Federal-Mogul Chassis LLC | |||||
99. | ACDelco 2009 Car & Ught-Duty Truck Chassis Catalog 45A-100- 09 Volume 11990-Prior | TX 6-990-351 | Registered | 7/29/2104 | Federal-Mogul Chassis LLC | |||||
100. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09-GMP Volume 11990-Prior | TX 7-001-489 | Registered | 7/29/2104 | Federal-Mogul Chassis LLC | |||||
101. | McQuay-Norris Coil Springs Catalog7riNC506 | TX 6-421-677 | Registered | 7/31/2101 | Federal-Mogul Chassis LLC | |||||
102. | McQuay-Norris Chassis Parts Catalog MN06 | TX 6-421-684 | Registered | 7/31/2101 | Federal-Mogul Chassis LLC | |||||
103. | Spicer The Choice in Chassis Coil Springs Catalog SCS06 | TX 6-428-347 | Registered | 08/01/2101 EXPIRED | Federal-Mogul Chassis LLC | |||||
104. | McQuay-Norris CV Boot Catalog Import and Domestic Applications MNCV06R | TX 6429-040 | Registered | 08/01/2101 | Federal-Mogul Chassis LLC | |||||
105. | ACDelco 2006 Chassis Parts Catalog Car and Light Duty Truck 45A-100-06-GMP | TX 6431-744 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC | |||||
106. | Spicer The Choice in Chassis Interchange Listing SIG06 | TX 6-501-143 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC | |||||
107. | McQuay-Norris Alignment Products Catalog MNA06 | TX 6-453-330 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC |
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108. | ACDelco 2007 Chassis Parts Competitive Reference & Wholesale Buyers Guide 45A-138/139-07 | TX-6/826-082 | Registered | 8/1/2102 | Federal-Mogul Chassis LLC | |||||
109. | McQuay-Norris U-Joint Catalog MNUJ07 | TX 6-835-588 | Registered | B/l/2102 | Federal-Mogul Chassis LLC | |||||
110. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09 Volume 21991-2009 | TX 7-054-722 | Registered | B/3/2104 | Federal-Mogul Chassis LLC | |||||
111. | ACDelco 2006 Chassis Parts Catalog Car and Light Duty Truck 45A-100-06 | TX-6-428-584 | Registered | 3/21/2101 | Federal-Mogul Chassis LLC | |||||
112. | Mighty Auto Parts 2006 Chassis Parts CHASSIS-06 | TX-6-428-269 | Registered | 3/23/2101 | Federal-Mogul Chassis LLC | |||||
113. | 2010 Carquest Chassis Alignment Reference and Application Guide CQ-10010 | TX 7-247-563 | Registered | 8/25/2105 | Federal-Mogul Chassis LLC | |||||
114. | 2011 McQuay-Norris U-Joint Catalog MNUJ11 | TX 7-424-970 | Registered | 8/26/2106 | Federal-Mogul Chassis LLC | |||||
115. | 2008 ACDelco Chassis Parts Catalog 45A-100-08 | TX 6-880-235 | Registered | 8/29/2103 | Federal-Mogul Chassis LLC | |||||
116. | 2008 ACDelco chassis Parts Catalog 45A-100-08-GMP | TX 6-879-432 | Registered | 8/29/2103 | Federal-Mogul Chassis LLC | |||||
117. | 2010 NAPA Chassis Applications Catalog 1995 and Prior Coverage NC10-VIN | TX 7-260-299 | Registered | 8/30/2105 | Federal-Mogul Chassis LLC | |||||
118. | Spicer the Choice in Chassis Alignment Products Catalog Import and Domestic Weatherly Index 110 SA06 | TX 6-454-881 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
119. | NAPA Chassis Alignment Products Catalog Weatherly Index 110 NA06 | TX 6-446-847 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
120. | Spicer the Choice In Chassis Import and Domestic Buyers Guide/Numerical Listing SBG06 | TX 6-445-858 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
121. | McQuay-Norris Buyers Guide/Numerlcal Listing MNBG06 | TX 6-439-357 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
122. | ACDelco 2007 Chassis Parts Competitive Reference & Wholesale Buyers Guide 45A-138/139-07-GMP | TX 6-826-079 | Registered | 9/4/2102 | Federal-Mogul Chassis LLC | |||||
123. | 2008 Napa Alignment Products Catalog NA08 | TX 6-883-356 | Registered | 9/4/2103 | Federal-Mogul Chassis LLC | |||||
124. | ACDelco 2009 Chassis Parts Competitive Cross-Reference & Wholesale Buyers Guide 45A-138-139-09 | TX 7-053-482 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
125. | ACDelco 2009 Chassis Parts Competitive Cross-Reference & Wholesale Buyers Guide 45A-13B-139-09-GMP | TX 7-040-752 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
126. | Raybestos 1991-2009 Alignment Parts Catalog RA-09 | TX 7-040-800 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
127. | McQuay-Norris Interchange Listing MIGOG | TX6-645-882 | Registered | 9/7/2101 | Federal-Mogul Chassis LLC | |||||
128. | 2008 NAPA Chassis Applications Catalogue 1991-2008 Coverage NC08-LM-C | TX 7-225-497 | Registered | !9/9/2103 | Federal-Mogul Chassis LLC |
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129. | 200B NAPA Alignment Products Catalogue NA08C | TX6-B90-575 | Registered | 9/15/2103 | Federal-Mogul Chassis LLC | |||||
130. | 2008 NAPA Brake Systems Catalogue 1991-2008 Coverage BSP LM-08C | TX 6-887-905 | Registered | 9/16/2103 | Federal-Mogul Chassis LLC | |||||
131. | 2010 Carquest Chassis Passenger Cars Light Duty Trucks 1991- 2010 CQ-10011 | TX 7-283-975 | Registered | 9/20/2105 | Federal-Mogul Chassis LLC | |||||
132. | 2010 Carquest Chassis Passenger Cars Light Duty Trucks 1990 & Prior CQ-10012 | TX0007286770 | Registered | 9/20/2105 | Federal-Mogul Chassis LLC | |||||
133. | 2012 CARQUE5T Chassis Light Duty Application Guide Catalog HCQ1012R; Code RCH | TX 7-545-941 | Registered | 05/25/2107 | Federal-Mogul Chassis LLC | |||||
134. | 2010 Carquest Light Duty Chassis Application Guide CQ-10017 | TX 7-268-193 | Registered | 9/30/2105 | Federal-Mogul Chassis LLC | |||||
135. | 2010 Raybestos Stmt Assembly Catalog RSA-10 | TX 7-270-184 | Registered | 10/1/2105 | Federal-Mogul Chassis LLC | |||||
136. | 2008 ACDelco Chassis Parts Competitive Cross Reference & Wholesale Buyers Guide 45A-138/139-0SGMP | TX 6-912-672 | Registered | 10/6/2104 | Federal-Mogul Chassis LLC | |||||
137. | 2009 NAPA Alignment Products Catalog NA09 | TX 7-066-738 | Registered | 10/6/2104 | Federal-Mogul Chassis LLC | |||||
138. | 2009 NAPA Alignment Products Catalogue NA09C | TX 7-045-872 | Registered | 10/9/2104 | Federal-Mogul Chassis LLC | |||||
139. | 2008 NAPA Chassis Applications Catalog 1991-2008 Coverage NC08-LM | TX 6-897-617 | Registered | 10/17/2103 | Federal-Mogul Chassis LLC | |||||
140. | 1991-2010 Stmt Mount Catalog RSM-10 | TX 7-168-666 | Registered | 10/19/2104 | Federal-Mogul Chassis LLC | |||||
141. | ACDelco 2009 Chassis Parts Alignment Products Catalog 45A- 120-09.1 GMP | TX 7-132-848 | Registered | 10/20/2104 | Federal-Mogul Chassis LLC | |||||
142. | 2011 NAPA Stmt Mount Catalogue NCSM11C | TX 7-442-189 | Registered | 10/27/2106 | Federal-Mogul Chassis LLC | |||||
143. | 2009 ACDelco Chassis Parts-Alignment Products Catalog 45A- 120-09-GMP | TX 6-895-402 | Registered | 10/29/2103 | Federal-Mogul Chassis LLC | |||||
144. | 2008 ACDelco Chassis Parts Competitive Cross Reference & Wholesale Buyers Guide 45A-138/139-08 | TX 6-889-783 | Registered | 10/31/2103 | Federal-Mogul Chassis LLC | |||||
145. | NAPA Chassis Strut Precision Engineered Mounts NCSM06 | TX 6-468-966 | Registered | 11/01/2101 | Federal-Mogul Chassis LLC | |||||
146. | ACDelco 2006 Chassis Parts Competitive Cross Reference and Wholesale Buyers Guide 4SA-138/139-06 | TX 6-466-463 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
147. | ACDelco 2006 Chassis Parts Competitive Cross Reference and Wholesale Buyers Guide 14A-138/139-06-GMP | TX 6-468-119 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC |
106
Title |
Registration No. |
Status |
Expiration Date |
Owner |
||||||
148. | ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06 | TX 6-480-041 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
149. | ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06-GMP | TX 6-480-057 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
150. | Raybestos 1991-2012 Stmt Mount Catalog RSM-12 | TX 7-463-125 | Registered | 11/4/2106 | Federal-Mogul Chassis LLC | |||||
151. | 2009 ACDelco Chassis Parts Alignment Products Catalog 45A- 120-09 | TX 6-912-777 | Registered | 11/12/2103 | Federal-Mogul Chassis LLC | |||||
152. | NAPA Alignment Products Catalog NA07 | TX 6-903-205 | Registered | 11/13/2102 | Federal-Mogul Chassis LLC | |||||
153. | NAPA Coil Springs Catalog NCS07 | TX 6-909-715 | Registered | 11/16/2102 | Federal-Mogul Chassis LLC | |||||
154. | 2011 Raybestos Stmt Assembly Catalog RSA-11 | TX 7-457-024 | Registered | 11/17/2106 | Federal-Mogul Chassis LLC | |||||
155. | TECUT CO. BULLETIN NO. 2 | A731.585 | Registered | 11/18/2039 | Federal-Mogul Chassis LLC | |||||
156. | Import Idle/Shut-Off Solenoids (Emission Controls) | TX 594-756 | Registered | 11/18/2055 | Federal-Mogul Chassis LLC | |||||
157. | Spicer Coil Springs Catalog SCS07 | TX 6-909-580 | Registered | 11/19/2102 | Federal-Mogul Chassis LLC | |||||
158. | McQuay-Norris Coil Springs Catalog MNCS07 | TX 6-908-199 | Registered | 11/19/2102 | Federal-Mogul Chassis LLC | |||||
159. | 2009 ACDelco Coil Springs Catalog 45A-110-09 | TX 7-099-247 | Registered | 11/23/2104 | Federal-Mogul Chassis LLC | |||||
160. | 2009 ACDelco Coil Springs Catalog 45A-110-09 GMP | TX 7-098-537 | Registered | 11/23/2104 | Federal-Mogul Chassis LLC | |||||
161. | 2012 NAPA Control Arm Catalogue NCCA12C | TX 7-522-668 | Registered | 04/27/2107 | Federal-Mogul Chassis LLC | |||||
162. | 1991-2012 Raybestos Control Arm Parts Catalog RCA12 | TX 7-463-468 | Registered | 11/28/2106 | Federal-Mogul Chassis LLC | |||||
163. | Spicer The Choice in Chassis Strut Mount Catalog SSM07 | TX 6-482-356 | Registered | 11/30/2101 | Federal-Mogul Chassis LLC | |||||
164. | McQuay-Norris Stmt Mount Catalog MNSM07 | TX 6-480-056 | Registered | 11/30/2101 | Federal-Mogul Chassis LLC | |||||
165. | Spicer The Choice In Chassis Heavy Duty Chassis Parts Catalog SHD-CH07 | TX 6-492-516 | Registered | 12/01/2101 | Federal-Mogul Chassis LLC | |||||
166. | NAPA Heavy Duty Chassis Parts Catalog CH-MHD-06 | TX 6-495-595 | Registered | 12/01/2101 | Federal-Mogul Chassis LLC | |||||
167. | 2007 Chassis Parts-Coil Springs 45A-110-07 | TX 6-919-974 | Registered | 12/3/2104 | Federal-Mogul Chassis LLC | |||||
168. | 2010 NAPA Stmt Mount Catalogue NCSM10C | TX 7-294-482 | Registered | 12/6/2105 | Federal-Mogul Chassis LLC | |||||
169. | Spicer Alignment Products Catalog 5A07 | TX 6-928-243 | Registered | 12/7/2103 | Federal-Mogul Chassis LLC | |||||
170. | 2009 NAPA Stmt Mount Catalogue NCSM09C | TX 7-120-627 | Registered | 12/9/2104 | Federal-Mogul Chassis LLC | |||||
171. | 2009 NAPA 5tmt Mount Catalog NCSM09 | TX 7-118-182 | Registered | 12/11/2104 | Federal-Mogul Chassis LLC | |||||
172. | NAPA Chassis Stmt Mounts NCSM07 | TX 6-960-568 | Registered | 12/18/2102 | Federal-Mogul Chassis LLC | |||||
173. | Raybestos 2010 Coil Spring Catalog RCS-10 | TX 7-307-252 | Registered | 12/20/2105 | Federal-Mogul Chassis LLC | |||||
174. | 2010 McQuay-Norris Coil Spring Catalog MNCS10 | TX 7-316-716 | Registered | 12/28/2105 | Federal-Mogul Chassis LLC | |||||
175. | 2013 Heavy Duty Chassis Parts | TX7-823-881 | Registered | 12/21/2108 | Federal-Mogul Chassis LLC |
107
Federal-Mogul World Wide, Inc. - U.S. Copyrights
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
1. | C-Com. | TX0005280634 | 3/30/2000 | Federal-Mogul World Wide, Inc. |
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Schedule 3.07
DEPOSIT ACCOUNTS
Bank Name |
Account number |
Grantor |
Currency |
ZBA |
Comments |
Notes |
||||||
Suntrust Bank | 1000073002338 | Beck Arnley Holdings LLC | USD | Stand Alone | Payroll Account | Excluded Deposit Account | ||||||
Suntrust Bank | 1000073002312 | Beck Arnley Holdings LLC | USD | Stand Alone | Operating Account | To be controlled | ||||||
Citibank | 31028225 | Federal Mogul Filtration LLC | USD | Stand Alone | Receipts/Collections | To be controlled | ||||||
Citibank | 30956601 | Federal Mogul LLC | USD | Stand Alone | Revolving Administrative Agent/Tranche B and Tranche C Administrative Agents | To be controlled | ||||||
Fifth Third Bank | 7914640821 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Motorparts Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
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Fifth Third Bank | 7914640359 | Federal Mogul Motorparts Corporation | USD | 7913715160 | Motorparts Concentration Receipt/Disbursement Acct |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
||||||
Fifth Third Bank | 7914640458 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Motorparts Receipts/Collections |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7914339580 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Export (Sunrise) Customer Receipts/Collections |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
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Fifth Third Bank | 7914640268 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Supply Chain Financing Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7914640953 | Federal Mogul Motorparts Corporation | USD | Stand Alone | Motorparts Concur - Disbursement Account | To be controlled | ||||||
Fifth Third Bank | 7914640789 | Federal-Mogul Filtration LLC | USD | Stand Alone | Federal Mogul Filtration Disbursement/Receipts | To be controlled | ||||||
Fifth Third Bank | 7915874411 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Motorparts Collection Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
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Fifth Third Bank | 7914640300 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Motorparts Collection Account NAPD |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7914640722 | Beck Arnley Holdings LLC | USD | Stand Alone | Motorparts Collection/Disbursement Account | To be controlled | ||||||
Fifth Third Bank | 7481874266 | Federal Mogul Motorparts Corporation | USD | 7914640359 | Motorparts Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7481298664 | Federal Mogul LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
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Fifth Third Bank | 7481298631 | Federal Mogul LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
||||||
Fifth Third Bank | 7913715160 | Federal Mogul LLC | USD | Stand Alone | Powertrain Concentration Receipt/Disbursement Acct | To be controlled | ||||||
Fifth Third Bank | 7914339648 | Federal Mogul LLC | USD | 7913715160 | OEM Collection Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
||||||
Fifth Third Bank | 7481874381 | Federal-Mogul Valve Train International LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
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Fifth Third Bank | 7481874324 | Federal-Mogul Valve Train International LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
||||||
Fifth Third Bank | 7914339523 | Federal Mogul LLC | USD | 7913715160 | Non Trade Depository Collection Account | To be controlled | ||||||
Fifth Third Bank | 7914339705 | Federal Mogul LLC | USD | 7913715160 | Retiree Payments | Excluded Deposit Account | ||||||
Fifth Third Bank | 7481048093 | Federal Mogul LLC | USD | 7913715160 | Payroll | Excluded Deposit Account | ||||||
Fifth Third Bank | 7913715343 | Federal Mogul LLC | USD | Stand Alone | US Asbestos Trust Reimbursement Account | To be controlled | ||||||
Fifth Third Bank | 7914640482 | Federal Mogul LLC | USD | Stand Alone | Powertrain Concur - Disbursement Account | To be controlled |
114
115
Schedule 3.09
COMMERCIAL TORT CLAIMS
Federal-Mogul Motorparts Corporation v. General Parts Company and UAP Inc. Claim brought by Federal-Mogul Motorparts against its customer NAPA due to breaches of NAPAs obligations under the current supply agreement between Motorparts and NAPA. The supply agreement remains in effect. An informal mediation is scheduled for April 22, 2017 (a prior formal mediation was not successful) and the case is otherwise early in the process, with discovery ongoing. Claim is upwards of $18MM.
Federal-Mogul Motorparts Corporation v. Lang Distributing. Claim brought by Federal-Mogul Motorparts against its customer Lang Distributing for amounts owed by Lang. Claim amount is de minimus (approximately $125,000).
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Schedule 4.01
CERTAIN CERTIFICATED SECURITIES
As set forth below, the provisions of Section 4.01 shall not apply to the Capital Stock of the following Foreign Subsidiaries:
Grantor |
Issuer |
Permitted Deviation from Section 4.01 |
||
Federal-Mogul World Wide, Inc. | Federal-Mogul Distribution de Mexico S. de R.L. de C.V. ( Mexico ) | The Grantor owns 4.41% of the Issuer. So long as the Grantor owns less than 5% of the equity of the Issuer, the Grantor shall not be required to deliver certificates for the Issuer. | ||
Federal-Mogul World Wide, Inc. | Servicios de Componentes Automotrices, S.A. de C.V. ( Mexico ) | The Grantor owns 3.73% of the Issuer. So long as the Grantor owns less than 5% of the equity of the Issuer, the Grantor shall not be required to deliver certificates for the Issuer. | ||
Federal-Mogul Products, Inc. | Productos de Frenos Automotrices de Calidad S.A. de C.V. | The Issuer, acquired through an acquisition, is dormant, but the Grantor has never had sufficient paperwork to liquidate the Issuer. The Grantor shall not be required to deliver certificates for this Issuer so long as such Issuer remains dormant. | ||
Federal-Mogul Valve Train International LLC |
Forjas Maquinas S. de R.L. C.V. ( Mexico ) | The Grantor owns 0.01% of the Issuer. So long as the Grantor owns less than 5% of the equity of the Issuer, the Grantor shall not be required to deliver certificates for the Issuer. |
Exhibit A to
Collateral Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by (the Additional Grantor ), in favor of Citibank, 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 corporation ( Company ), the Subsidiaries of Company parties thereto and the Collateral Trustee.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, the Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
118
[ADDITIONAL GRANTOR] | ||
By: |
|
|
Name: | ||
Title: |
119
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
120
Exhibit B to
Collateral Agreement
DEPOSIT ACCOUNT CONTROL AGREEMENT
DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of , 20 among (the Lien Grantor ), ***NAME OF LIEN GRANTEE***, as Collateral Trustee (the Secured Party ), and (the Bank ). All references herein to the UCC refer to the Uniform Commercial Code as in effect from time to time in [the State of New York]. Terms defined in the UCC have the same meanings when used herein.
W I T N E S S E T H :
WHEREAS, the Lien Grantor is the Banks customer (as defined in Section 4-104(1)(e) of the UCC) with respect to the Account (as defined below);
WHEREAS, pursuant to a Collateral Agreement dated as of March 30, 2017 (as such agreement may be amended and/or supplemented from time to time, the Security Agreement ), the Lien Grantor has granted to the Secured Party a continuing security interest (the Transaction Lien ) in all right, title and interest of the Lien Grantor in, to and under the Account; and
WHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Account and any and all funds or deposits from time to time held therein or credited thereto, whether now owned or existing or hereafter acquired or arising;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Establishment of Account . The Bank confirms that:
(i) the Bank has established account number [identify account number] in the name of [name of Lien Grantor] (such account and any successor account, the Account );
(ii) the Account is a deposit account as defined in Section 9-102(a)(29) of the UCC; and
(iii) the Bank is a bank (as defined in section 9-102 of the UCC) and is acting in such capacity in respect of the Account.
Section 2. Instructions . The Lien Grantor, the Secured Party and the Bank agree that the Bank will comply with (i) any instruction originated by the Secured Party directing disposition of funds in the Account and (ii) any other instruction from the Secured Party in respect of the Account, in each case without further consent by the Lien Grantor or any other person.
121
Section 3. Waiver of Lien; Waiver of Set-off. The Bank waives any security interest, lien or right to make deductions or setoffs that it may now have or hereafter acquire in or with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto. No amounts credited to the Account will be subject to deduction, set-off, bankers lien, or any other right in favor of any person other than the Secured Party [(except that the Bank may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Account and (ii) the face amount of any checks that have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds)].
Section 4. Choice of Law . This Agreement shall be construed in accordance with and governed by the laws of [the State of New York]. [The State of New York] shall be deemed to be the banks jurisdiction (as defined in Section 9-304 of the UCC) with respect to the Account.
Section 5. Conflict with Other Agreements . There is no agreement (except this Agreement) between the Bank and the Lien Grantor with respect to the Account [except for [identify any existing other agreements] (the Existing Other Agreements )]. In the event of any conflict between this Agreement (or any portion hereof) and any other agreement [(including any Existing Other Agreement)] between the Bank and the Lien Grantor with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto, whether now existing or hereafter entered into, the terms of this Agreement shall prevail. [If any Existing Other Agreement does not specify that it is governed by the laws of [the jurisdiction specified in Section 4], such Existing Other Agreement is hereby amended to specify that it is governed by the laws of [the jurisdiction specified in Section 4].
Section 6. Amendments . No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.
Section 7. Notice of Adverse Claims . Except for the claims and interests of the Secured Party and the Lien Grantor, the Bank does not know of any claim to, or interest in, the Account or any or all funds or deposits held therein or credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Account or any or all funds or deposits held therein or credited thereto, the Bank will promptly notify the Secured Party and the Lien Grantor thereof.
Section 8. Maintenance of Account . In addition to, and not in lieu of, the obligation of the Bank to honor instructions originated by the Secured Party as agreed in Section 2 hereof, the Bank agrees to maintain the Account as follows:
(i) Lien Grantor Entitlement Orders; Notice of Exclusive Control. So long as the Bank has not received a Notice of Exclusive Control (as defined
122
below), the Bank may comply with instructions originated by the Lien Grantor or any duly authorized agent of the Lien Grantor in respect of the Account and any or all funds or deposits held therein or credited thereto. After the Bank receives a written notice from the Secured Party that it is exercising exclusive control over the Account (a Notice of Exclusive Control ), the Bank will cease complying with instructions originated by the Lien Grantor or any of its agents.
(ii) Statements. The Bank will promptly send copies of all statements and other correspondence concerning the Account simultaneously to each of the Lien Grantor and the Secured Party at their respective addresses specified in Section 11 hereof.
(iii) Tax Reporting. All items of income, gain, expense and loss recognized in the Account or in respect of any funds or deposits held therein or credited thereto shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Lien Grantor.
Section 9. Representations, Warranties and Covenants of the Bank . The Bank makes the following representations, warranties and covenants:
(i) The Account has been established as set forth in Section 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. The Bank will not change the name or account number of the Account without the prior written consent of the Secured Party.
(ii) Neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC)
(iii) This Agreement is a valid and binding agreement of the Bank enforceable in accordance with its terms.
(iv) The Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other than the Secured Party) relating to the Account and/or any funds or deposits held therein or credited thereto pursuant to which it has agreed, or will agree, to comply with instructions of such person. The Bank has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions originated by the Secured Party as agreed in Section 2 hereof.
Section 10. Successors . This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 11. Notices . Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic
123
transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:
Lien Grantor:
Secured Party:
Bank:
Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties in the manner specified above.
Section 12. Termination . The rights and powers granted herein to the Secured Party (i) have been granted in order to perfect the Transaction Lien, (ii) are powers coupled with an interest and (iii) will not be affected by any bankruptcy of the Lien Grantor or any lapse of time. The obligations of the Bank hereunder shall continue in effect until the Secured Party has notified the Bank in writing that the Transaction Lien has been terminated pursuant to the terms of the Security Agreement.
124
[NAME OF LIEN GRANTOR] | ||
By: |
|
|
Name: | ||
Title: | ||
***NAME OF LIEN GRANTEE***, as Collateral Trustee |
||
By: |
|
|
Name: | ||
Title: | ||
[NAME OF BANK] | ||
By: |
|
|
Name: | ||
Title: |
125
Exhibit A
[Letterhead of Secured Party]
[Date]
[Name and Address of Bank] | ||
Attention: |
|
|
Re: Notice of Exclusive Control |
Ladies and Gentlemen:
As referenced in the Deposit Account Control Agreement dated as of , among [name of Lien Grantor], us and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over deposit account number (the Account ) and all funds and deposits from time to time held therein or credited thereto. You are instructed not to accept any directions or instructions with respect to the Account or the funds or deposits held therein or credited thereto from any person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.
You are instructed to deliver a copy of this notice by facsimile transmission to [name of Lien Grantor].
Very truly yours, | ||||
***NAME OF LIEN GRANTEE***, as Collateral Trustee |
||||
By: |
|
|||
Name: | ||||
Title: |
cc: [name of Lien Grantor]
126
Exhibit C to
Collateral Agreement
PERFECTION CERTIFICATE
, 2017
With reference to the (x) Collateral Agreement dated as of the date hereof among FEDERAL-MOGUL LLC ( Company ), CITIBANK, N.A., as collateral trustee under the Collateral Trustee Agreement (in such capacity, the Collateral Trustee ) and the Subsidiaries of Company (together with Company, collectively the Grantors and, individually a Grantor ) (the Collateral Agreement ), and (y) the Collateral Trust Agreement (as defined in the Collateral Agreement) (capitalized terms used but not defined herein shall have the meaning assigned to such term in the Collateral Agreement), each Grantor hereby certifies as follows:
Section 1. Legal Names, Organizations and Jurisdictions of Organization . (a) Set forth on Schedule 1(a) is the exact legal name, the type of organization and the jurisdiction of organization or formation, as applicable, of each Grantor.
(b) Except as set forth on Schedule 1(b) , no Grantor has, within the past five years, changed its legal name, jurisdiction of organization or its corporate structure in any way ( e.g., by merger or consolidation with any other Person or acquired all or substantially all of the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) another Person (other than any other Grantor)).
(c) Set forth on Schedule 1(c) is each trade name or assumed name used by any Grantor during the past five years or by which any Grantor has been known or has transacted any business during the past five years.
Section 2. Organizational and Federal Taxpayer Identification Numbers . Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including street address, city, county and state) of the chief executive office of such Grantor or the registered office of such Grantor, if applicable, at any time in the past five years and (iv) the U.S. federal taxpayer identification number of each Grantor.
Section 3. Acquisitions of Capital Stock or Assets . Except as set forth on Schedule 3 , no Grantor has acquired any Capital Stock of another entity or substantially all the assets of another entity within the past five years.
Section 4. UCC Filings; Authorization to File Financing Statements . (a) Financing statements have been prepared for filing by counsel to the Collateral Trustee in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located. Set forth on Schedule 4 is a true and correct list of each such filing and the Uniform Commercial Code filing office in which such filing is to be made.
(b) Each Grantor, to the extent permitted by applicable law, hereby authorizes the Collateral Trustee to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Trustee may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties. Such financing statements may describe the collateral in the same manner as described in the agreement granting a security interest or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted or to be granted to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties, including, without limitation, describing such property as all assets or all personal property.
Section 5. Real Property . (a) Set forth on Schedule 5(a) is a true and correct list of (i) all real property owned, leased or otherwise held by each Grantor as of the Issue Date (including fixtures) having a value, in the reasonable opinion of Company, of $5,000,000 or greater to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned by each Grantor as of the Issue Date, (iii) the common names, addresses and uses of each Mortgaged Property (stating improvements located thereon), (iv) the county or other jurisdiction in which a Mortgage and, if applicable, a fixture filing on each Mortgage is to be recorded and/or filed and (v) any other information relating thereto required by Schedule 5(a) .
(b) Except as described in Schedule 5(b) , (i) no Grantor has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property listed in Schedule 5(a) and (ii) no Grantor has any leases which require the approval, consent, exemption, authorization, or other action by, or notice to, or filing with any federal, state, local, supranational or foreign court or governmental agency, authority, instrumentality or regulatory body, or any other Person for the transactions contemplated by the Indenture.
Section 6. Tangible Personal Property . Set forth on Schedule 6 are all the locations where any Grantor currently maintains or has maintained within the past five years any of its tangible personal property (including goods, inventory and equipment), including property in the possession of a third party ( e.g. , warehouseman or other bailee) to the extent not provided pursuant to Section 5 above.
Section 7. Investment-Related Property . Set forth on Schedule 7 is a true and correct list, for each Grantor, of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other Capital Stock of Company or any Subsidiary or (to the extent such Capital Stock is certificated) of any other Person owned, beneficially or of record, by such Grantor, specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Capital Stock and setting forth the percentage of such Capital Stock pledged under the Security Documents.
128
Section 8. Debt Instruments . Set forth on Schedule 8 is a true and correct list, for each Grantor, of all promissory notes and other instruments held by such Grantor that are required to be pledged under the Security Documents, including all intercompany notes between or among Company and the Subsidiaries, and to the extent applicable, specifying the creditor and debtor thereunder and the outstanding principal amount thereof.
Section 9. Intellectual Property. (a) Set forth on Schedule 9(a) is a true and correct list, for each Grantor, of all Patents and Patent applications owned by such Grantor (except, for the avoidance of doubt, as otherwise indicated on Schedule 9(a) ), including the name of the owner, title, registration or application number of any registrations or applications.
(b) Set forth on Schedule 9(b) is a true and correct list, for each Grantor, of all Trademark and service mark registrations and applications owned by such Grantor (other than intent-to-use Trademark and service mark applications), including the name of the registered owner and the registration or application number of any registrations and applications.
(c) Set forth on Schedule 9(c) is a true and correct list, for each Grantor, of all Copyright registrations and applications owned by such Grantor, including the name of the registered owner, title and the registration number of any Copyright registrations.
(d) Set forth on Schedule 9(d) is a true and correct list, for each Grantor, of all exclusive Copyright Licenses under which such Grantor is a licensee, including the name and address of the licensor under such exclusive Copyright License and the name of the registered owner, title and the registration or serial number of any copyright registration to which such exclusive Copyright License relates.
Section 10. Commercial Tort Claims . Set forth on Schedule 10 is a true and correct list of Commercial Tort Claims held by any Grantor, including a brief description thereof.
Section 11. Letter of Credit Rights . Set forth on Schedule 11 is a true and correct list of all letters of credit issued in favor of any Grantor, as beneficiary thereunder.
Section 12. Securities Accounts . Set forth on Schedule 12 is a true and correct list of all securities accounts in which any Grantor maintains securities or other similar assets.
Section 13. Deposit Accounts . Set forth below on Schedule 13 is a true and correct list of all deposit accounts of each Grantor.
[Remainder of page intentionally left blank]
129
IN WITNESS WHEREOF, each Grantor has caused this Perfection Certificate to be executed as of the date first written above by its officer thereunto duly authorized.
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
|
|
Name: | ||
Title: | ||
CARTER AUTOMOTIVE COMPANY, INC. | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL IGNITION COMPANY | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL PISTON RINGS, LLC | ||
By: |
|
|
Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
FEDERAL-MOGUL POWERTRAIN LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL PRODUCTS, INC. | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL MOTORPARTS CORPORATION | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL WORLD WIDE, INC. | ||
By: |
|
|
Name: | ||
Title: | ||
FELT PRODUCTS MFG. CO. LLC | ||
By: |
|
|
Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
MUZZY-LYON AUTO PARTS, INC. | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL CHASSIS LLC | ||
By: |
|
|
Name: | ||
Title: | ||
F-M MOTORPARTS TSC, INC. | ||
By: |
|
|
Name: | ||
Title: | ||
F-M TSC REAL ESTATE HOLDINGS LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||
By: |
|
|
Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
BECK ARNLEY HOLDINGS LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FILTRATION LLC | ||
By: |
|
|
Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
SCHEDULE 1(c)
Trade Names
Grantor |
Trade Name | |||
S-3
SCHEDULE 3
Acquisitions of Capital Stock or Assets
Acquired Business |
Acquiring Grantor |
Acquisition
Date |
Operations & Locations(s) | |||||||||
S-5
SCHEDULE 4
UCC Filings
Grantor |
UCC Filing Office / County Recorders Office | |||
1. |
||||
2. |
||||
3. |
S-6
SCHEDULE 5(a)
Real Property
I. |
Owned Real Property |
Entity of Record |
Common Name and
Address |
County or Other
Recording/Filing Office (if subject to Mortgage) |
Purpose/Use |
Improvements
Located on Real Property |
Approximate
Square Footage (for non-landfill properties) |
To be
Encumbered by Mortgage and Fixture Filing |
Option to
Purchase/ Right of First Refusal |
|||||||||||||||||||||
II. |
Real Property Leased or Otherwise Held by a Grantor |
S-7
Operating Leases/Agreements
Owner/Landlord of Record |
Lessee/Grantor |
Common Name
and Address |
To Be
Encumbered by Mortgage or Fixture Filing |
County or Other
Recording/Filing Office (if subject to Mortgage) |
Purpose/Use |
Improvements
Located on Property |
Approximate
Square Footage (for non-landfill properties if subject to mortgage) (1) |
|||||||||||||||||||||
(1) |
Square footage estimates represent amounts provided for property and casualty insurance coverage purposes and do not represent net usable area. Furthermore, Grantors make no representations or warranties whatsoever as to the actual square footage of any improvements. |
8
SCHEDULE 5(b)
I. Landlords / Grantors Consent Required
II Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Grantor holds Landlords / Grantors Interest
S-9
SCHEDULE 6
Tangible Personal Property
(to the extent not listed in Schedule 5(a) above)
S-10
SCHEDULE 8
Debt Instruments
Grantor |
Type and Description of Debt
Instrument (including date) |
Original Principal
Amount |
Maturity Date | |||||||||
S-12
SCHEDULE 9
Intellectual Property
Schedule 9(a): Patents
Schedule 9(b): Trademarks
Schedule 9(c): Copyrights
Schedule 9(d): Copyright Licenses
S-13
SCHEDULE 10
Commercial Tort Claims
Grantor |
Amount of Commercial Tort Claim | Description | ||||||
S-14
SCHEDULE 11
Letter of Credit Rights
S-15
SCHEDULE 12
Securities Accounts
S-16
SCHEDULE 13
Deposit Accounts
Grantor |
Depository Institution
& Address |
Account Number | Type of Account |
Account Name |
||||||||||
17
Exhibit D-1 to
Collateral Agreement
LIST OF MATERIAL GOVERNMENT CONTRACTS
Contract Number |
Name of
Government Entity Purchaser |
Type of
Products Sold |
Agreement
Start Date/ End Date |
Commitment to Purchase (Y/N) |
||||
18
Exhibit D-2 to
Collateral Agreement
ASSIGNMENT OF GOVERNMENT CONTRACTS
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto CITIBANK, N.A., as Collateral Trustee, all monies due or to become due under the contracts identified in Exhibit D-1 hereto, on this [ ] day of [ ], 200[ ].
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: |
19
Exhibit D-3 to
Collateral Agreement
NOTICE OF ASSIGNMENT OF GOVERNMENT CONTRACTS
TO: |
[Name of Government Entity] |
This has reference to Contract No. dated , entered into between FEDERAL-MOGUL LLC, 26555 Northwestern Highway, Southfield, MI 48033 (the Contractor ), and [governmental agency, name of office, and address], for [describe nature of the contract].
Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
A true copy of the instrument of assignment executed by the Contractor on is attached to the original notice.
Payments due or to become due under this contract should be made to the undersigned assignee.
Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.
Very truly yours, |
||
CITIBANK, N.A., as Collateral Trustee |
||
By: |
|
|
Name: | ||
Title: |
.
ACKNOWLEDGMENT
Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at (a.m.) (p.m.) on , .
[signature and title] |
On Behalf of |
|
[name of addressee of this notice] |
Exhibit 4.07
EXECUTION VERSION
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 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.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL PRODUCTS COMPANY LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL IGNITION LLC | ||||
By: |
/s/ David G. Jachcik |
|||
Name: | David G. Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Assumption to March 2017 Collateral Agreement]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
None.
Supplement to Schedule 3
None
Supplement to Schedule 4
None
Exhibit 4.08
EXECUTION VERSION
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.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL NEW PRODUCTS, INC. | ||||
By: |
/s / David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer | |||
FEDERAL-MOGUL PRODUCTS US LLC | ||||
By: |
/s / David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer |
[Signature Page to Assumption to March 2017 Collateral Agreement]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
None.
Supplement to Schedule 3
None
Supplement to Schedule 4
None
Exhibit 4.09
EXECUTION VERSION
ASSUMPTION AGREEMENT
(March 2017 Collateral Agreement)
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 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, the Subsidiaries of Federal-Mogul LLC parties thereto and the Collateral Trustee.
W I T N E S S E T H :
WHEREAS, Tenneco Inc. (as successor by merger to Federal-Mogul LLC) (the Company ) and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants, as to itself, that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
TENNECO INC., as the Company |
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance |
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
TENNECO INTERNATIONAL HOLDING CORP. | ||
TENNECO GLOBAL HOLDINGS INC. | ||
TMC TEXAS INC. | ||
THE PULLMAN COMPANY | ||
CLEVITE INDUSTRIES INC. |
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance |
[Signature Page to Assumption Agreement (March 2017 Collateral Agreement]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1.01A
See Section 8 of that certain Perfection Certificate, dated October 1, 2018, by Tenneco Inc. and
certain Subsidiaries thereof in favor of the Collateral Trustee (the Perfection Certificate ).
Supplement to Schedule 1.01B
See Section 7 of the Perfection Certificate.
Supplement to Schedule 1.01C
None.
Supplement to Schedule 3.02
See Section 4 of the Perfection Certificate.
Supplement to Schedule 3.06
See Section 9 of the Perfection Certificate.
Supplement to Schedule 3.09
None.
Supplement to Schedule 4.01
None.
Exhibit 4.10
Execution Version
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, 2014
TABLE OF CONTENTS
P AGE | ||||||
SECTION 1 |
|
|||||
DEFINED TERMS |
|
|||||
1.01. |
Definitions |
2 | ||||
SECTION 2 |
|
|||||
EXERCISE OF REMEDIES |
|
|||||
2.01. |
Notices of Event of Default |
5 | ||||
2.02. |
General Authority of the Collateral Trustee over the Collateral |
5 | ||||
2.03. |
Right to Initiate Judicial Proceedings |
6 | ||||
2.04. |
Right to Appoint a Receiver |
6 | ||||
2.05. |
Exercise of Powers; Instructions of Applicable Representatives |
6 | ||||
2.06. |
Remedies Not Exclusive |
7 | ||||
2.07. |
Waiver and Estoppel |
7 | ||||
2.08. |
Limitation on Collateral Trustees Duty in Respect of Collateral |
8 | ||||
2.09. |
Limitation of Applicable Law |
8 | ||||
2.10. |
Rights of Secured Parties under Secured Instruments |
8 | ||||
SECTION 3 |
|
|||||
TRUST COLLATERAL ACCOUNT; DISTRIBUTIONS |
|
|||||
3.01. |
The Trust Collateral Account |
9 | ||||
3.02. |
Control of Trust Collateral Account |
9 | ||||
3.03. |
Investment of Funds Deposited in Trust Collateral Account |
9 | ||||
3.04. |
Application of Moneys |
9 | ||||
3.05. |
Collateral Trustees Calculations |
10 |
i
SECTION 4 |
|
|||||
AGREEMENTS WITH COLLATERAL TRUSTEE |
|
|||||
4.01. |
Delivery of Secured Instruments |
11 | ||||
4.02. |
Information as to Representatives and other Secured Parties, Identity of Applicable Representative |
11 | ||||
4.03. |
Compensation and Expenses |
11 | ||||
4.04. |
Stamp and Other Similar Taxes |
12 | ||||
4.05. |
Filing Fees, Excise Taxes, Etc |
12 | ||||
4.06. |
Indemnification |
12 | ||||
4.07. |
Collateral Trustees Lien |
12 | ||||
4.08. |
Further Assurances |
13 | ||||
4.09. |
Loan Parties |
13 | ||||
SECTION 5 |
|
|||||
THE COLLATERAL TRUSTEE |
|
|||||
5.01. |
Acceptance of Trust |
13 | ||||
5.02. |
Exculpatory Provisions |
14 | ||||
5.03. |
Delegation of Duties |
16 | ||||
5.04. |
Reliance by Collateral Trustee |
16 | ||||
5.05. |
Limitations on Duties of Collateral Trustee |
17 | ||||
5.06. |
Moneys to be Held in Trust |
18 | ||||
5.07. |
Resignation and Removal of the Collateral Trustee |
18 | ||||
5.08. |
Status of Successor Collateral Trustee |
19 | ||||
5.09. |
Merger of the Collateral Trustee |
19 | ||||
5.10. |
Co-Collateral Trustee; Separate Collateral Trustee |
19 | ||||
5.11. |
Treatment of Payee or Indorsee by Collateral Trustee; Representatives of Secured Parties |
20 | ||||
5.12. |
Assignment of Rights, Not Assumption of Duties |
21 |
ii
SECTION 6 |
|
|||||
MISCELLANEOUS |
|
|||||
6.01. |
Notices |
21 | ||||
6.02. |
No Waiver |
21 | ||||
6.03. |
Amendments, Supplements and Waivers |
22 | ||||
6.04. |
Headings |
22 | ||||
6.05. |
Severability |
22 | ||||
6.06. |
Successors and Assigns |
22 | ||||
6.07. |
Currency Conversions |
22 | ||||
6.08. |
Governing Law |
22 | ||||
6.09. |
Counterparts |
22 | ||||
6.10. |
Termination |
23 | ||||
6.11. |
New Loan Parties |
23 | ||||
6.12. |
Inspection by Regulatory Agencies |
23 | ||||
6.13. |
Confidentiality |
23 | ||||
6.14. |
Submission to Jurisdiction; Waivers |
23 | ||||
6.15. |
WAIVERS OF JURY TRIAL |
24 | ||||
6.16. |
Intercreditor Agreements |
24 |
iii
AMENDED AND RESTATED COLLATERAL TRUST AGREEMENT
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.
RECITALS
A. Reference is made to that certain Term Loan and Revolving Credit Agreement, dated as of December 27, 2007, among the Company, the lenders from time to time party thereto, Citicorp USA, Inc. as administrative agent, and the other financial institutions party thereto (as amended, supplemented or otherwise modified prior to the date hereof, the Existing Credit Agreement ).
B. Reference is made to that certain Collateral Trust Agreement, dated as of December 27, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the Existing Collateral Trust Agreement ), by and among the Company, the other Loan Parties party thereto and Citibank, N.A., as collateral trustee.
C. On the date hereof, the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility under the Credit Agreement (in such capacity and together with its successors, the Revolving Administrative Agent ), Citibank, N.A., as administrative agent with respect to the tranche B term loan facility under the Credit Agreement (in such capacity and together with its successors, the Tranche B Term Administrative Agent ), Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility under the Credit Agreement (in such capacity and together with its successors, the Tranche C Term Administrative Agent ), and each of the other parties thereto have agreed to amend the Existing Credit Agreement (the Existing Credit Agreement, as so amended and as may be further amended, restated or otherwise modified from time to time, the Credit Agreement ).
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Collateral Trust Agreement is amended and restated in its entirety to read as provided herein.
DECLARATION OF TRUST:
NOW, THEREFORE, in order to secure the payment of each of the Secured Obligations and in consideration of the premises and the mutual agreements set forth herein, the Collateral Trustee does hereby declare that, upon the execution of this Collateral Trust Agreement by the parties hereto, it will continue to hold as trustee in trust under this Collateral Trust Agreement all of its right, title and interest in, to and under the Collateral Trust Security Documents and the collateral granted to the Collateral Trustee thereunder whether now existing or hereafter arising (and the Loan Parties do hereby consent thereto).
TO HAVE AND TO HOLD the Collateral Trust Security Documents and the entire Collateral (the right, title and interest of the Collateral Trustee in the Collateral Trust Security Documents and the Collateral being hereinafter referred to as the Collateral Trust Estate ) unto the Collateral Trustee and its successors in trust under this Collateral Trust Agreement and its assigns forever.
IN TRUST NEVERTHELESS, under and subject to the conditions set forth herein and in the ABL Intercreditor Agreement and for the benefit of the Secured Parties, and for the enforcement of the payment of all Secured Obligations, and as security for the performance of and compliance with the covenants and conditions of this Collateral Trust Agreement, each of the Secured Instruments and each of the Collateral Trust Security Documents.
PROVIDED, HOWEVER, that these presents are upon the condition that if the Loan Parties, their respective successors or permitted assigns, shall satisfy the conditions set forth in Section 6.10(c), then this Collateral Trust Agreement, and the estates and rights hereby assigned, shall cease, determine and be void; otherwise they shall remain and be in full force and effect.
IT IS HEREBY FURTHER COVENANTED AND DECLARED, that the Trust Estate is to be held and applied by the Collateral Trustee, subject to the further covenants, conditions and trusts hereinafter set forth.
SECTION 1
DEFINED TERMS
1.01. Definitions . (a) Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the ABL Intercreditor Agreement.
(b) The following terms shall have the respective meanings set forth below:
ABL Intercreditor Agreement shall mean the ABL Intercreditor Agreement dated as of the date hereof among the Revolving Administrative Agent, the Tranche B Term Administrative Agent, the Tranche C Term Administrative Agent, the Collateral Trustee and the Loan Parties party thereto, as the same may from time to time be amended, modified, supplemented, extended or renewed.
Applicable Notice of Event of Default shall mean at any time a Notice of Event of Default delivered by the Applicable Representative at such time.
Applicable Representative shall mean (i) with respect to the Borrowing Base Collateral and the Borrowing Base Priority Obligations, the Designated ABL Agent (subject to any ABL Pari Intercreditor Agreement), (ii) with respect to the PP&E Collateral and the PP&E Priority Obligations, the Designated PP&E Agent (subject to any applicable PP&E Intercreditor Agreement) and (iii) if the context shall so require, the collective reference to the Designated ABL Agent and the Designated PP&E Agent.
Borrower shall have the meaning set forth in the preamble to this Collateral Trust Agreement.
Cash Equivalents shall have the meaning set forth in the Credit Agreement, whether or not in effect.
Collateral shall mean, collectively, all collateral in which the Collateral Trustee is granted a security interest pursuant to any of the Collateral Trust Security Documents.
Collateral Agreement shall mean the Amended and Restated Collateral Agreement dated as of the date hereof, made by the Grantors named therein in favor of the Collateral Trustee, as the same may from time to time be amended, modified, supplemented, extended or renewed.
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Collateral Trust Agreement shall mean the Existing Collateral Trust Agreement, as amended and restated in the form of this Amended and Restated Collateral Trust Agreement, as the same may from time to time be further amended, modified, supplemented, extended or renewed.
Collateral Trust Effective Date shall mean December 27, 2007.
Collateral Trust Estate shall have the meaning set forth in the Declaration of Trust in this Collateral Trust Agreement
Collateral Trust Joinder shall mean (i) an agreement substantially in the form of Exhibit C or (ii) any other agreement reasonably acceptable to the Collateral Trustee, executed and delivered by the applicable Representative whereby such Representative acknowledges the Liens on the Collateral held by the Collateral Trustee and that such Representatives security interest in the Collateral shall be subject to the terms of this Collateral Trust Agreement.
Collateral Trust Security Documents shall mean, collectively, (i) the Collateral Agreement, the Collateral Trust Agreement, any foreign pledge agreements, any mortgages and all other security documents delivered to the Collateral Trustee granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Secured Instrument, (ii) each Deposit Account Control Agreement (as defined in the Collateral Agreement), (iii) each new security document delivered to the Collateral Trustee pursuant to Section 4.01 and (iv) each agreement entered into pursuant to clause (ii) of Section 6.03(b) of this Collateral Trust Agreement.
Collateral Trustee shall mean Citibank, N.A., in its capacity as Collateral Trustee under this Collateral Trust Agreement, and any successor Collateral Trustee appointed hereunder. It is understood that (i) the term Collateral Trustee shall refer only to the Person then acting as Collateral Trustee in such capacity, and shall not refer to such Person acting in any other capacity at such time, including without limitation such Person acting as First Priority Representative or Second Priority Representative and (ii) the term Collateral Trustee shall also encompass Citibank, N.A. (or any assignee or successor thereto), in its capacity as secured party under the Foreign Pledge Agreements.
Collateral Trustee Fees shall mean all fees, costs and expenses of the Collateral Trustee of the types described in Sections 4.03, 4.04, 4.05 and 4.06.
Company shall have the meaning set forth in the preamble to this Collateral Trust Agreement.
Credit Agreement shall have the meaning set forth in the recitals to this Collateral Trust Agreement.
Distribution Date shall mean each date fixed by the Collateral Trustee for a distribution to the Secured Parties of funds held in the Trust Collateral Account, the first of which shall be within 120 days after the Collateral Trustee receives an Applicable Notice of Event of Default and the remainder of which shall be monthly thereafter on the day of the month corresponding to the first Distribution Date (or, if there be no such corresponding day, the last day of such month); provided that if any such day is not a business day, such Distribution Date shall be the next business day.
First Priority Documents shall mean ABL Loan Documents and the PP&E First Lien Loan Documents.
First Priority Notice of Event of Default shall mean a notice delivered to the Collateral Trustee by a First Priority Representative, stating that an event of default has occurred under the provisions of the relevant First Priority Documents and, as a result thereof, the holders of the applicable First Priority Obligations outstanding under such First Priority Document have the right to declare such First Priority Obligations immediately due and payable.
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First Priority Obligations shall mean the Borrowing Base Priority Obligations and the PP&E First Lien Obligations.
First Priority Representative shall mean, collectively (i) each ABL Agent and (ii) each PP&E First Lien Agent, in each case identified as a First Priority Representative on the signature page to this Collateral Trust Agreement on the date hereof or who executes and delivers a Collateral Trust Joinder as a First Priority Representative.
Fronting Bank shall mean, with respect to any Letter of Credit, the bank or other institution issuing same.
Letter of Credit shall mean (i) any Letter of Credit issued pursuant to the Credit Agreement and (ii) any letter of credit issued for the account of one or more of the Loan Parties pursuant to any other First Priority Document.
Letter of Credit Account shall mean (i) any Letter of Credit Account established pursuant to the Credit Agreement and (ii) any similar account established pursuant to any other First Priority Document specifically to secure the reimbursement obligation of the Loan Parties with respect to Letters of Credit issued thereunder.
Loan Parties shall have the meaning set forth in the preamble to this Collateral Trust Agreement.
Notice of Event of Default shall mean any of a First Priority Notice of Event of Default or a Second Priority Notice of Event of Default. Each Notice of Event of Default shall be in substantially the form of Exhibit A to this Collateral Trust Agreement.
Opinion of Counsel shall mean an opinion in writing signed by legal counsel satisfactory to the Collateral Trustee, who may be counsel regularly retained by the Collateral Trustee.
Representative shall mean any First Priority Representative or Second Priority Representative.
Responsible Officer shall have the meaning set forth in Section 4.02.
Revolving Administrative Agent shall have the meaning set forth in the recitals to this Collateral Trust Agreement.
Second Priority Documents shall mean the PP&E Second Lien Loan Documents.
Second Priority Notice of Event of Default shall mean a notice delivered to the Collateral Trustee by the Second Priority Representative with respect to Second Priority Obligations, stating that an event of default has occurred under the provisions of the relevant Second Priority Documents and, as a result thereof, the holders of the Second Priority Obligations outstanding under such Second Priority Document have the right to declare such Second Priority Obligations immediately due and payable.
Second Priority Obligations shall mean the PP&E Second Lien Obligations.
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Second Priority Representative shall mean, with respect to the PP&E Collateral and the PP&E Second Lien Obligations, any PP&E Second Lien Agent that has executed and delivered a Collateral Trust Joinder.
Secured Instruments shall mean, at any time, (i) the ABL Loan Documents and the PP&E Loan Documents and (ii) any agreements or other instruments governing or evidencing any Cash Management Obligations or any Hedging Obligations.
Secured Obligations shall mean, collectively, the First Priority Obligations and the Second Priority Obligations.
Tranche B Term Administrative Agent shall have the meaning set forth in the recitals to this Collateral Trust Agreement.
Tranche C Term Administrative Agent shall have the meaning set forth in the recitals to this Collateral Trust Agreement.
Trust Collateral Account shall have the meaning set forth in Section 3.01.
(c) The words hereof, herein and hereunder and words of similar import when used in this Collateral Trust Agreement shall refer to this Collateral Trust Agreement as a whole and not to any particular provision of this Collateral Trust Agreement, and section references are to this Collateral Trust Agreement unless otherwise specified.
SECTION 2
EXERCISE OF REMEDIES
2.01. Notices of Event of Default . (a) Upon receipt by the Collateral Trustee of an Applicable Notice of Event of Default, the Collateral Trustee shall promptly (but in any event not later than five business days after receipt thereof by the Collateral Trustee) notify the Borrower and all other Representatives of the receipt thereof and provide a copy thereof to such Persons. So long as such Applicable Notice of Event of Default is in effect, the Collateral Trustee shall exercise the rights and remedies provided in this Collateral Trust Agreement and in the Collateral Trust Security Documents subject to the direction of the Applicable Representatives as provided herein. Unless otherwise expressly provided herein or therein, the Collateral Trustee is not empowered to exercise any remedy hereunder or thereunder unless an Applicable Notice of Event of Default is in effect.
(b) A Notice of Event of Default delivered by the Applicable Representative shall become effective upon receipt thereof by the Collateral Trustee. A Notice of Event of Default, once effective, shall remain in effect unless and until it is cancelled as provided in Section 2.01(c).
(c) Any Applicable Representative shall be entitled to cancel its own Notice of Event of Default by delivering a written notice of cancellation to the Collateral Trustee (i) before the Collateral Trustee takes any action to exercise any remedy with respect to the Collateral or (ii) thereafter, if the Collateral Trustee has been instructed by the Applicable Representative to cease exercising remedies. The Collateral Trustee shall as promptly as practicable notify the Borrower and all other Representatives as to the receipt and contents of any such notice of cancellation.
2.02. General Authority of the Collateral Trustee over the Collateral . Each Loan Party hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full power and authority in its or his own
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name, from time to time as the Collateral Trustee may be instructed by the Applicable Representative, subject to Section 2.01, so long as any Applicable Notice of Event of Default is in effect, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Collateral Trust Agreement and the Collateral Trust Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Loan Party hereby acknowledges that the Collateral Trustee shall have all powers and remedies set forth in the Collateral Trust Security Documents, subject to Section 2.01.
2.03. Right to Initiate Judicial Proceedings . If an Applicable Notice of Event of Default is in effect, the Collateral Trustee, subject to the provisions of Section 2.05(b) and Section 5, (a) shall have the right and power to institute and maintain such suits and proceedings as it may deem appropriate, or as it may be instructed by the Applicable Representative, to protect and enforce the rights vested in it by this Collateral Trust Agreement and each Collateral Trust Security Document and (b) may, either after entry, or without entry, proceed by suit or suits at law or in equity to enforce such rights and to foreclose upon the Collateral and to sell all or, from time to time, any of the Collateral under the judgment or decree of a court of competent jurisdiction.
2.04. Right to Appoint a Receiver . If an Applicable Notice of Event of Default is in effect, upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Collateral Trustee under this Collateral Trust Agreement or any Collateral Trust Security Document, the Collateral Trustee shall, to the extent permitted by law, with notice to the Borrower but without notice to any party claiming through the Loan Parties, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Secured Obligations, without regard to the then value of the Collateral Trust Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Collateral Trust Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Collateral Trust Estate be segregated, sequestered and impounded for the benefit of the Collateral Trustee and the Secured Parties, and each Loan Party irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Collateral Trustee shall be entitled to retain possession and control of all cash and Cash Equivalents held by or deposited with it pursuant to this Collateral Trust Agreement or any Collateral Trust Security Document.
2.05. Exercise of Powers; Instructions of Applicable Representatives . (a) All of the powers, remedies and rights of the Collateral Trustee as set forth in this Collateral Trust Agreement may be exercised by the Collateral Trustee in respect of any Collateral Trust Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Trustee and each Representative as set forth in any Collateral Trust Security Document may be exercised from time to time as herein and therein provided.
(b) While an Applicable Notice of Event of Default is in effect, the Applicable Representatives shall have the right, by one or more instruments in writing executed and delivered to the Collateral Trustee, to direct the time, method and place of conducting any proceeding for any right or remedy available to the Collateral Trustee, or of exercising any trust or power conferred on the Collateral Trustee, or for the appointment of a receiver, or to direct the taking or the refraining from taking of any action authorized by this Collateral Trust Agreement or any Collateral Trust Security Document; provided that (i) such direction shall not conflict with any provision of law or of this Collateral Trust Agreement, the ABL Intercreditor Agreement, any PP&E Intercreditor Agreement or of any Collateral Trust Security Document and (ii) the Collateral Trustee shall be adequately secured and indemnified as provided in
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Section 5.04(d). Nothing in this Section 2.05(b) shall impair the right of the Collateral Trustee in its discretion to take any action which it deems proper and which is not inconsistent with such direction by the Applicable Representatives. In the absence of such direction, the Collateral Trustee shall have no duty to take or refrain from taking any action unless explicitly required herein.
2.06. Remedies Not Exclusive . (a) No remedy conferred upon or reserved to the Collateral Trustee herein or in the Collateral Trust Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any Collateral Trust Security Document or now or hereafter existing at law or in equity or by statute.
(b) No delay or omission by the Collateral Trustee to exercise any right, remedy or power hereunder or under any Collateral Trust Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Collateral Trust Agreement or any Collateral Trust Security Document to the Collateral Trustee may be exercised from time to time and as often as may be deemed expedient by the Collateral Trustee.
(c) If the Collateral Trustee shall have proceeded to enforce any right, remedy or power under this Collateral Trust Agreement or any Collateral Trust Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Trustee, then the Loan Parties, the Collateral Trustee and the Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Trust Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral Trustee shall continue as though no such proceeding had been taken.
(d) All rights of action and of asserting claims upon or under this Collateral Trust Agreement and the Collateral Trust Security Documents may be enforced by the Collateral Trustee without the possession of any Secured Instrument or instrument evidencing any Secured Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Collateral Trustee shall be, subject to Sections 5.05(c) and 5.10(b)(ii), brought in its name as Collateral Trustee and any recovery of judgment shall be held as part of the Collateral Trust Estate.
2.07. Waiver and Estoppel . (a) Each Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Collateral Trust Agreement or any Collateral Trust Security Document and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Trustee in this Collateral Trust Agreement or any Collateral Trust Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section 2.07(a) shall be construed as a waiver of any rights of the Loan Parties under any applicable federal bankruptcy law or state insolvency law.
(b) Each Loan Party, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including without limitation any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshaling of the Collateral upon any sale, whether made under any power of sale granted herein or in any Collateral Trust Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Collateral Trust Agreement or any Collateral Trust Security Document and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.
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(c) Each Loan Party waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder or under any Collateral Trust Security Document) in connection with this Collateral Trust Agreement and the Collateral Trust Security Documents and any action taken by the Collateral Trustee with respect to the Collateral.
2.08. Limitation on Collateral Trustee s Duty in Respect of Collateral . (a) Beyond the exercise of reasonable care in the custody thereof expressly provided herein or in any Collateral Trust Security Document to which it is a party and to account to the Secured Parties and the Loan Parties for moneys and other property received by it hereunder or under any Collateral Trust Security Document, the Collateral Trustee shall not have any duty to the Loan Parties or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Trustee in good faith.
(b) The Collateral Trustee shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Borrower or any other Loan Party to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
2.09. Limitation of Applicable Law . All rights, remedies and powers provided in this Collateral Trust Agreement or any Collateral Trust Security Document may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Collateral Trust Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law (it being understood that the applicable laws of the Netherlands do not permit the Collateral Trustee to hold collateral in trust).
2.10. Rights of Secured Parties under Secured Instruments. Notwithstanding any other provision of this Collateral Trust Agreement or any Collateral Trust Security Document, the right of each Secured Party to receive payment of the Secured Obligations held by such Secured Party when due (whether at the stated maturity thereof, by acceleration or otherwise) as expressed in the related Secured Instrument or other instrument evidencing or agreement governing a Secured Obligation or to institute suit for the enforcement of such payment on or after such due date, and the obligation of the Loan Parties to pay such Secured Obligation when due, shall not be impaired or affected without the consent of such Secured Party given in the manner prescribed by the Secured Instrument under which such Secured Obligation is outstanding.
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SECTION 3
TRUST COLLATERAL ACCOUNT; DISTRIBUTIONS
3.01. The Trust Collateral Account . On the Collateral Trust Effective Date there shall be established and, at all times thereafter until the trusts created by this Collateral Trust Agreement shall have terminated, there shall be maintained with the Collateral Trustee at its office, a non-interest bearing trust account which shall be entitled the Federal-Mogul Trust Collateral Account (the Trust Collateral Account ). All moneys which are required by this Collateral Trust Agreement or any Collateral Trust Security Document to be delivered to the Collateral Trustee while an Applicable Notice of Event of Default is in effect or which are received by the Collateral Trustee or any agent or nominee of the Collateral Trustee in respect of the Collateral, in connection with the exercise of the remedies provided in this Collateral Trust Agreement or any Collateral Trust Security Document, while an Applicable Notice of Event of Default is in effect, shall be deposited in the Trust Collateral Account and held by the Collateral Trustee as part of the Collateral Trust Estate and applied in accordance with the terms of this Collateral Trust Agreement. Upon the cancellation of any Applicable Notice of Event of Default pursuant to Section 2.01(c), the Collateral Trustee shall (subject to the first sentence of Section 3.04(a)) cause all funds on deposit in the Trust Collateral Account to be paid over to the Loan Parties in accordance with their respective interests.
3.02. Control of Trust Collateral Account . All right, title and interest in and to the Trust Collateral Account shall vest in the Collateral Trustee, and funds on deposit in the Trust Collateral Account shall constitute part of the Collateral Trust Estate. The Trust Collateral Account shall be subject to the exclusive dominion and control of the Collateral Trustee.
3.03. Investment of Funds Deposited in Trust Collateral Account . The Collateral Trustee shall, at the direction of the Applicable Representative, invest and reinvest moneys on deposit in the Trust Collateral Account at any time in Cash Equivalents, as selected by the Applicable Representative. All such investments and the interest and income received thereon and the net proceeds realized on the sale or redemption thereof shall be held in the Trust Collateral Account as part of the Collateral Trust Estate. The Collateral Trustee shall not be responsible for any diminution in funds resulting from such investments or any liquidation prior to maturity. In the absence of such directions, the Collateral Trustee shall have no obligation to invest or reinvest moneys.
3.04. Application of Moneys . (a) The Collateral Trustee shall have the right (pursuant to Section 4.07) at any time to apply moneys held by it in the Trust Collateral Account to the payment of due and unpaid Collateral Trustee Fees.
(b) All remaining moneys held by the Collateral Trustee in the Trust Collateral Account or received by the Collateral Trustee while an Applicable Notice of Event of Default is in effect shall, to the extent available for distribution (it being understood that the Collateral Trustee may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 3.04), be distributed (subject to the provisions of Section 3.05) by the Collateral Trustee on each Distribution Date in the following order of priority:
First : to the Collateral Trustee for any unpaid Collateral Trustee Fees and then to any Secured Party which has theretofore advanced or paid any Collateral Trustee Fees (including any such fees that may constitute administrative expenses allowable under Section 503(b) of the Bankruptcy Code), an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Trustee Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;
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Second : to any Secured Party which has theretofore advanced or paid any Collateral Trustee Fees other than such administrative expenses, described in clause First above, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Trustee Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date;
Third : subject to Section 6.16, to the First Priority Representatives in an amount equal to the unpaid amount of the First Priority Obligations then outstanding, whether or not then due and payable (including without limitation amounts required to cash collateralize undrawn letters of credit and other contingent obligations that are First Priority Obligations);
Fourth : to the Second Priority Representative in an amount equal to the unpaid amount of the Second Priority Obligations then outstanding whether or not then due and payable; and
Fifth : any surplus then remaining shall be paid to the applicable Loan Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.
(c) The term unpaid as used in clauses Third, Fourth and Fifth of Section 3.04(b) refers:
(i) in the absence of a bankruptcy proceeding with respect to the relevant Loan Party(s), to all amounts of the applicable Secured Obligations outstanding as of a Distribution Date, and
(ii) during the pendency of a bankruptcy proceeding with respect to the relevant Loan Party(s), to all amounts allowed by the bankruptcy court in respect of the applicable Secured Obligations as a basis for distribution (including estimated amounts, if any, allowed in respect of contingent claims), to the extent that prior distributions have not been made in respect thereof.
(d) Any payments or distributions received by any Representative under this Section 3.04 shall be for re-distribution by such Representative in accordance with the provisions of the applicable Secured Instrument (subject to the ABL Intercreditor Agreement and any applicable PP&E Intercreditor Agreement).
Notwithstanding the foregoing, amounts on deposit in any Letter of Credit Account shall be applied first, to reimburse each Fronting Bank for any then drawn but unreimbursed amounts in respect of the related Letters of Credit and, second, to cash collateralize any then outstanding related Letters of Credit in accordance with the provisions of the applicable First Priority Document. Any amounts in excess of those required for such purposes shall be applied in accordance with the otherwise applicable provisions of this Section 3.04.
3.05. Collateral Trustee s Calculations . In making the determinations and allocations required by Section 3.04, the Collateral Trustee may conclusively rely upon (a) information supplied by the Representative with respect to the relevant Secured Obligations, and the Collateral Trustee shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Loan Party from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Trustee pursuant to Section 3.04 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Trustee shall have no duty to inquire as to the application by any Representative of any amounts distributed to them and no liability with respect to any such application.
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SECTION 4
AGREEMENTS WITH COLLATERAL TRUSTEE
4.01. Delivery of Secured Instruments . On the Collateral Trust Effective Date, the Borrower shall deliver to the Collateral Trustee true and complete copies of each Secured Instrument and each Collateral Trust Security Document as in effect on the Collateral Trust Effective Date. The Borrower shall deliver to the Collateral Trustee, promptly upon the execution thereof, (a) a true and complete copy of all amendments, modifications or supplements to any Secured Instrument entered into after the Collateral Trust Effective Date, and (b) a true and complete copy of any new Collateral Trust Security Document entered into after the Collateral Trust Effective Date.
4.02. Information as to Representatives and other Secured Parties, Identity of Applicable Representative . The Borrower shall deliver to the Collateral Trustee on the Collateral Trust Effective Date and on each anniversary of the Collateral Trust Effective Date, and from time to time upon request of the Collateral Trustee, a list setting forth as of a date not more than 30 days prior to the date of such delivery, the aggregate unpaid principal amount of each Secured Obligation outstanding and the name and address of each Representative. On or prior to the Collateral Trust Effective Date, each Loan Party and each Representative shall deliver to the Collateral Trustee an authority and incumbency certificate setting forth the names and specimen signatures of the officers thereof authorized to sign any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent, agreement or other document or communication furnished to the Collateral Trustee under this Collateral Trust Agreement or the Collateral Trust Security Documents (each officer so authorized, a Responsible Officer ), and the Collateral Trustee shall be entitled to rely on such authority and incumbency certificate until a new authority and incumbency certificate is furnished by any Loan Party or Representative, as the case may be, to the Collateral Trustee. The Borrower will request that each Representative notify the Collateral Trustee of any changes of the officers of each thereof authorized to give directions hereunder on behalf of such parties prior to the date of any such changes. If the Collateral Trustee is not informed of changes of the officers of any Representative authorized to give directions hereunder on behalf of such parties, the Collateral Trustee may rely on the information previously provided to the Collateral Trustee.
4.03. Compensation and Expenses . The Borrower agrees to pay to the Collateral Trustee, from time to time upon demand, (a) reasonable compensation (which shall not be limited by any provision of law in regard to compensation of fiduciaries or of a trustee of an express trust) for its services hereunder and under the Collateral Trust Security Documents and for administering the Collateral Trust Estate and (b) all of the reasonable fees, costs and expenses of the Collateral Trustee (including, without limitation, the reasonable fees and disbursements of its counsel (including the allocated fees and expenses of in-house counsel), advisors and agents) (i) arising in connection with the preparation, execution, delivery, modification, and termination of this Collateral Trust Agreement and each Collateral Trust Security Document or the enforcement of any of the provisions hereof or thereof, (ii) incurred or required to be advanced in connection with the administration of the Collateral Trust Estate, the sale or other disposition of Collateral pursuant to any Collateral Trust Security Document and the preservation, protection or defense of the Collateral Trustees rights under this Collateral Trust Agreement and the Collateral Trust Security Documents and in and to the Collateral and the Trust Estate or (iii) incurred by the Collateral Trustee in connection with the removal of the Collateral Trustee pursuant to Section 5.07(a). Such fees, costs and expenses are intended to constitute expenses of administration under any bankruptcy law relating to creditors rights generally. The obligations of the Borrower under this Section 4.03 shall survive the repayment of the Secured Obligations, the termination of the other provisions of this Collateral Trust Agreement and the resignation or removal of the Collateral Trustee hereunder.
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4.04. Stamp and Other Similar Taxes . The Borrower agrees to indemnify and hold harmless the Collateral Trustee, each Representative and each other Secured Party from any present or future claim for liability for any stamp or any other similar tax, and any penalties or interest with respect thereto, which may be assessed, levied or collected by any jurisdiction in connection with this Collateral Trust Agreement, any Collateral Trust Security Document, the Collateral Trust Estate or any Collateral. The obligations of the Borrower under this Section 4.04 shall survive the repayment of the Secured Obligations, the termination of the other provisions of this Collateral Trust Agreement and the resignation or removal of the Collateral Trustee hereunder.
4.05. Filing Fees, Excise Taxes, Etc . The Borrower agrees to pay or to reimburse the Collateral Trustee for any and all payments made by the Collateral Trustee in respect of all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts which may be payable or determined to be payable in respect of the execution and delivery of this Collateral Trust Agreement and each Collateral Trust Security Document. The obligations of the Borrower under this Section 4.05 shall survive the repayment of the Secured Obligations, the termination of the other provisions of this Collateral Trust Agreement and the resignation or removal of the Collateral Trustee hereunder.
4.06. Indemnification . The Loan Parties jointly and severally agree to pay, indemnify, and hold the Collateral Trustee, each Representative and each other Secured Party (and their respective directors, officers, agents and employees) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, the reasonable fees and expenses of counsel (including the allocated fees and expenses of in-house counsel), advisors and agents) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Collateral Trust Agreement and the Collateral Trust Security Documents, unless arising from the gross negligence or willful misconduct of the indemnified party, including for taxes in any jurisdiction in which the Collateral Trustee is subject to tax by reason of actions hereunder or under the Collateral Trust Security Documents, unless such taxes are imposed on or measured by compensation paid to the Collateral Trustee under Section 4.03. In any suit, proceeding or action brought by the Collateral Trustee under or with respect to any contract, agreement, interest or obligation constituting part of the Collateral for any sum owing thereunder, or to enforce any provisions thereof, the Loan Parties jointly and severally will save, indemnify and keep the Collateral Trustee, each Representative and each other Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from any Loan Party, and all such obligations of the Loan Parties shall be and remain enforceable against and only against the Loan Parties and shall not be enforceable against the Collateral Trustee, any Representative or any other Secured Party. The agreements in this Section 4.06 shall survive the repayment of the Secured Obligations, the termination of the other provisions of this Collateral Trust Agreement and the resignation or removal of the Collateral Trustee hereunder.
4.07. Collateral Trustee s Lien . Notwithstanding anything to the contrary in this Collateral Trust Agreement, as security for the payment of Collateral Trustee Fees (i) the Collateral Trustee is hereby granted a security interest upon all Collateral prior to the security interest held therein by any Secured Party and (ii) the Collateral Trustee shall have the right to use and apply any of the funds held by the Collateral Trustee in the Trust Collateral Account to cover such Collateral Trustee Fees.
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4.08. Further Assurances . (a) At any time and from time to time, upon the written request of any Representative or the Collateral Trustee, and at the expense of the Borrower, each Loan Party will promptly execute and deliver, and have recorded, any and all such further instruments and documents and take such further action as is necessary or reasonably requested further to perfect, or to protect the perfection of, the liens and security interests granted under the Collateral Trust Security Documents, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction and (ii) in the case of Investment Property, Deposit Accounts, Letter of Credit Rights (each as defined in the Collateral Agreement) and any other relevant Collateral, taking any actions necessary to enable the Collateral Trustee to obtain control (within the meaning of the applicable Uniform Commercial Code) with respect thereto. In addition to the foregoing, at any time and from time to time, upon the written request of the Collateral Trustee (which shall be made only upon the written direction of any Representative), and at the expense of the Borrower, each Loan Party will promptly execute and deliver, and have recorded, any and all such further instruments and documents and take such further action as the Collateral Trustee has been so directed is necessary or reasonably requested to obtain the full benefits of this Collateral Trust Agreement and the Collateral Trust Security Documents and of the rights and powers herein and therein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the liens and security interests granted by the Collateral Trust Security Documents and (ii) in the case of Investment Property, Deposit Accounts, Letter of Credit Rights (each as defined in the Collateral Agreement) and any other relevant Collateral, taking any actions necessary to enable the Collateral Trustee to obtain control (within the meaning of the applicable Uniform Commercial Code) with respect thereto. It is understood that the rights of each Representative under this Section 4.08(a) are subject to the terms of the Intercreditor Agreement. Each Loan Party also hereby authorizes the Collateral Trustee to sign and each Representative or the Collateral Trustee to file arty such financing or continuation statements without the signature of such Loan Party to the extent permitted by applicable law. Notwithstanding the foregoing, in no event shall the Collateral Trustee have any obligation in respect of the perfection or continuation of perfection, the sufficiency or validity of any security interest in or related to the Collateral or to prepare or file any Uniform Commercial Code financing statements.
(b) Each Loan Party will furnish to the Collateral Trustee and each Representative from time to time statements and schedules further identifying and describing the assets and property of such Loan Party and such other reports in connection therewith as the Collateral Trustee may reasonably request, all in reasonable detail.
4.09. Loan Parties . The Loan Parties other than the Borrower agree, jointly and severally, to pay to the Collateral Trustee any of the amounts payable to it pursuant to this Section 4 to the extent not paid by the Borrower.
SECTION 5
THE COLLATERAL TRUSTEE
5.01. Acceptance of Trust . Each Representative hereby irrevocably authorizes the Collateral Trustee, at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Collateral Trust Security Documents, the First Priority Documents and the Second Priority Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental thereto (including the release of Collateral in connection with any transaction that is expressly permitted by the Collateral Trust Security Documents, the First Priority Documents and the Second Priority Documents and including such actions in connection with the incurrence of Indebtedness as are expressly contemplated by the Collateral Trust Security
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Documents, the First Priority Documents and the Second Priority Documents). The Collateral Trustee shall not have duties or responsibilities except as set forth in this Collateral Trust Agreement and the remaining Collateral Trust Security Documents. The Collateral Trustee, for itself and its successors, hereby accepts the trusts created by this Collateral Trust Agreement upon the terms and conditions hereof.
5.02. Exculpatory Provisions . (a) The Collateral Trustee (x) shall not be responsible in any manner whatsoever for the correctness of any recitals, statements, representations or warranties herein, all of which are made solely by the Loan Parties, (y) shall not have any duties or obligations except those expressly set forth herein and in the other Collateral Trust Security Documents and (z) shall not be subject to any fiduciary or other implied duties of any kind or nature to any Person, regardless of whether an Event of Default (as defined in any Secured Instrument) has occurred and is continuing. The Collateral Trustee makes no representations as to the value or condition of the Collateral Trust Estate or any part thereof, or as to the title of the Loan Parties thereto or as to the security afforded by this Collateral Trust Agreement or any Collateral Trust Security Document, or as to the validity, execution (except its execution), enforceability, legality or sufficiency of this Collateral Trust Agreement, the Collateral Trust Security Documents or the Secured Obligations, and the Collateral Trustee shall incur no liability or responsibility in respect of any such matters.
(b) The Collateral Trustee shall not be required to ascertain or inquire as to the performance by the Loan Parties of any of the covenants, agreements or other terms or conditions contained herein or in any Collateral Trust Security Document or Secured Instrument. Whenever it is necessary, or in the opinion of the Collateral Trustee advisable, for the Collateral Trustee to ascertain the amount of Secured Obligations then held by Secured Parties, the Collateral Trustee may rely on a certificate of the relevant Representative and, if the relevant Representative shall not give such information to the Collateral Trustee, it shall not be entitled to receive distributions hereunder (in which case distributions to those Persons who have supplied such information to the Collateral Trustee shall be calculated by the Collateral Trustee using, for those Persons who have not supplied such information, the list then most recently delivered by the Borrower pursuant to Section 4.02), and the amount so calculated to be distributed to the Person who fails to give such information shall be held in trust for such Person until such Person does supply such information to the Collateral Trustee, whereupon on the next Distribution Date the amount distributable to such Person shall be recalculated using such information and distributed to it. Nothing in the preceding sentence shall prevent any Loan Party from contesting any amounts claimed by any Secured Party in any certificate so supplied.
(c) The Collateral Trustee shall be under no obligation or duty to take any action under this Collateral Trust Agreement or any Collateral Trust Security Document if taking such action (i) would subject the Collateral Trustee to a tax in any jurisdiction where it is not then subject to a tax or (ii) would require the Collateral Trustee to qualify to do business in any jurisdiction where it is not then so qualified, unless the Collateral Trustee receive security or indemnity satisfactory to it against such tax (or equivalent liability), or any liability resulting from such qualification, in each case as results from the taking of such action under this Collateral Trust Agreement or any Collateral Trust Security Document.
(d) The Collateral Trustee shall have the same rights with respect to any Secured Obligation held by it as any other Secured Party and may exercise such rights as though it were not the Collateral Trustee hereunder, and may accept deposits from, lend money to, and generally engage in any kind of banking or trust business with, any of the Loan Parties as if it were not the Collateral Trustee.
(e) Without limiting the generality of the foregoing, the Collateral Trustee:
(i) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by
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the other Collateral Trust Security Documents that the Collateral Trustee is required to exercise as directed in writing by the Applicable Representative; provided that the Collateral Trustee shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Trustee to liability or that is contrary to any Collateral Trust Security Document or applicable law;
(ii) shall not, except as expressly set forth herein and in the other Collateral Trust Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its affiliates that is communicated to or obtained by the Person serving as the Collateral Trustee or any of its affiliates in any capacity;
(iii) shall not be liable for any action taken or not taken by it with the consent or at the request of the Applicable Representative or in reliance on a certificate of an authorized officer of the Borrower stating that such action is not prohibited by the terms of this Collateral Trust Agreement. The Collateral Trustee shall be deemed not to have knowledge of any Event of Default under any Secured Instrument unless and until notice describing such Event of Default is given to the Collateral Trustee by the Applicable Representative with respect to the Secured Obligations under such Secured Instrument or the Borrower;
(iv) shall not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made in or in connection with this Collateral Trust Agreement or any other Collateral Trust Security Document or any Secured Instrument, the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, the occurrence of any default, the validity, enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Trust Security Documents, the value or the sufficiency of any Collateral for any Secured Obligations, or the satisfaction of any condition set forth in any Collateral Trust Security Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee; and
(v) with respect to the Credit Agreement, any Collateral Trust Security Document or any Secured Instrument, may conclusively assume that the Loan Parties have complied with all of their obligations thereunder unless advised in writing by the Applicable Representative thereunder to the contrary specifically setting forth the alleged violation; and may conclusively rely on any certificate of an officer of the Borrower provided pursuant to the terms thereof.
(f) Each Secured Party acknowledges that, in addition to acting as the Collateral Trustee, Citibank, N.A., also serves as an Administrative Agent under the Credit Agreement and each Secured Party hereby agrees not to assert any claim (including as a result of any conflict of interest) against Citibank, N.A., or any successor, arising from the role of Administrative Agent under the Credit Agreement so long as Citibank, N.A., or any such successor is either acting in accordance with the express terms of such documents or otherwise has not engaged in gross negligence or willful misconduct.
(g) Each Representative and each Secured Party hereby waives any claim it may now or hereafter have against the Collateral Trustee or any other Secured Parties arising out of (i) any actions which the Collateral Trustee (or any of its representatives) takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, Disposition, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Secured Obligations from any account debtor, guarantor or any other party) in accordance with any relevant Collateral Trust
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Security Documents, or any other agreement related thereto, or to the collection of the Secured Obligations or the valuation, use, protection or release of any security for the Secured Obligations, (ii) any election by the Collateral Trustee (or any of its agents), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code, or (iii) subject to the terms of each applicable le Collateral Trust Security Document, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, the Borrower or any of its Subsidiaries, as debtor-in-possession.
(h) The Collateral Trustee shall not be liable for any action taken or omitted to be taken in accordance with this Collateral Trust Agreement or the Collateral Trust Security Documents except for its own gross negligence or willful misconduct.
5.03. Delegation of Duties . The Collateral Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by or through agents, attorneys-in-fact, accountants, appraisers or other experts. The Collateral Trustee shall be entitled to advice of counsel concerning all matters pertaining to such trusts, powers and duties. The Collateral Trustee shall not be responsible for the negligence or misconduct of any agents, attorneys-in-fact, accountants, appraisers or other experts selected by it without gross negligence or willful misconduct.
5.04. Reliance by Collateral Trustee . (a) Whenever in the administration of this Collateral Trust Agreement or the Collateral Trust Security Documents the Collateral Trustee shall deem it necessary or desirable that a factual matter be proved or established in connection with the Collateral Trustee taking, suffering or omitting any action hereunder or thereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may be deemed to be conclusively proved or established by a certificate of a Responsible Officer delivered to the Collateral Trustee, and such certificate shall be full warrant to the Collateral Trustee for any action taken, suffered or omitted in reliance thereon, subject, however, to the provisions of Section 5.05.
(b) The Collateral Trustee may consult with counsel of its choice, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder or under any Collateral Trust Security Document in accordance therewith. The Collateral Trustee shall have the right at any time to seek instructions concerning the administration of this Collateral Trust Agreement and the Collateral Trust Security Documents from any court of competent jurisdiction.
(c) The Collateral Trustee may rely, and shall be fully protected in acting, upon any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document which it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of cables, telecopies and telexes, to have been sent by the proper party or parties. In the absence of its own gross negligence or willful misconduct, the Collateral Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Collateral Trustee and conforming to the requirements of this Collateral Trust Agreement.
(d) The Collateral Trustee shall not be under any obligation to exercise any of the rights or powers vested in the Collateral Trustee by this Collateral Trust Agreement and the Collateral Trust Security Documents, at the request or direction of the Applicable Representatives pursuant to this Collateral Trust Agreement or otherwise, unless the Collateral Trustee shall have been provided adequate security and indemnity against the costs, expenses and liabilities which may be incurred by the Collateral Trustee in compliance with such request or direction, including such reasonable advances as may be requested by the Collateral Trustee.
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(e) Upon any application or demand by any of the Loan Parties (except any such application or demand which is expressly permitted to be made orally) to the Collateral Trustee to take or permit any action under any of the provisions of this Collateral Trust Agreement or any Collateral Trust Security Document, the Borrower shall furnish to the Collateral Trustee a certificate of a relevant Responsible Officer stating that all conditions precedent, if any, provided for in this Collateral Trust Agreement, in any relevant Collateral Trust Security Document or in any relevant Specified Agreement (as defined in the Collateral Agreement) relating to the proposed action have been complied with, and in the case of any such application or demand as to which the furnishing of any document is specifically required by any provision of this Collateral Trust Agreement or a Collateral Trust Security Document relating to such particular application or demand, such additional document shall also be furnished.
(f) Any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate of a Responsible Officer or representations made by a Responsible Officer in a writing filed with the Collateral Trustee.
5.05. Limitations on Duties of Collateral Trustee . (a) Unless a Notice of Event of Default is in effect, the Collateral Trustee shall be obligated to perform such duties and only such duties as are specifically set forth in this Collateral Trust Agreement and the Collateral Trust Security Documents, and no implied covenants or obligations shall be read into this Collateral Trust Agreement or any Collateral Trust Security Document against the Collateral Trustee. If and so long as a Notice of Event of Default is in effect, the Collateral Trustee may, subject to the provisions of Section 2.05(b), exercise the rights and powers vested in the Collateral Trustee by this Collateral Trust Agreement and the Collateral Trust Security Documents, and shall not be liable with respect to any action taken, or omitted to be taken, in accordance with this Collateral Trust Agreement.
(b) Except as herein otherwise expressly provided, the Collateral Trustee shall not be under any obligation to take any action which is discretionary with the Collateral Trustee under the provisions hereof or of any Collateral Trust Security Document except upon the written request of the Applicable Representatives. The Collateral Trustee shall make available for inspection and copying by any Representative each certificate or other paper furnished to the Collateral Trustee by any of the Loan Parties under or in respect of this Collateral Trust Agreement or any of the Collateral.
(c) No provision of this Collateral Trust Agreement or of any Collateral Trust Security Document shall be deemed to impose any duty or obligation on the Collateral Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Trustee shall be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Trustee in such jurisdiction or impose a tax on the Collateral Trustee by reason thereof or to risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder.
(d) The Collateral Trustee shall have no duties other than those specifically set forth or provided for in the Collateral Trust Security Documents to which it is a party, and no implied covenants or obligations of the Collateral Trustee shall be read into the Collateral Trust Security Documents to which the Collateral Trustee is a party.
(e) Anything in this Collateral Trust Agreement to the contrary notwithstanding, in no event shall the Collateral Trustee be liable under or in connection with this Collateral Trust Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
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(f) In no event shall the Collateral Trustee be responsible or liable for any failure or delay in the performance of its obligations here under arising out of or caused by, directly or indirectly, forces beyond its control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Trustee shall use reasonable efforts with are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
5.06. Moneys to be Held in Trust . All moneys received by the Collateral Trustee under or pursuant to any provision of this Collateral Trust Agreement or any Collateral Trust Security Document (except Collateral Trustee Fees) shall be held in trust for the purposes for which they were paid or are held.
5.07. Resignation and Removal of the Collateral Trustee . (a) The Collateral Trustee may at any time, by giving prior written notice to the Borrower and each Representative, resign and be discharged of the responsibilities hereby created, and upon such resignation the Representatives shall have the right to select a successor Collateral Trustee. Such resignation shall become effective upon the earlier to occur of (x) 45 days after the aforesaid notice of resignation is given and (y)(i) the appointment of a successor Collateral Trustee, (ii) the acceptance of such appointment by such successor Collateral Trustee and (iii) approval of such successor Collateral Trustee evidenced by one or more instruments executed by each Representative. If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 45 days after the Collateral Trustee gives the aforesaid notice of resignation, the Borrower, any Representative or any other Secured Party may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as provided in this Section 5.07. Any successor so appointed by such court shall immediately and without further act be superseded by any successor Collateral Trustee appointed as provided in Section 5.07(b). The Collateral Trustee shall be entitled to Collateral Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal. The Representatives may, at any time upon giving 30 days prior written notice thereof to the Collateral Trustee, remove any Collateral Trustee that has been appointed Collateral Trustee hereunder after the Collateral Trust Effective Date and appoint a successor thereto, such removal to be effective upon the acceptance of such appointment by the successor. If no successor Collateral Trustee shall be appointed and shall have accepted such appointment within 30 days after notice of removal is given to the Collateral Trustee by the Representatives, the Collateral Trustee may apply to any court of competent jurisdiction to appoint a successor Collateral Trustee to act until such time, if any, as a successor Collateral Trustee shall have been appointed as provided in this Section 5.07. The Collateral Trustee shall be entitled to Trustee Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.
(b) If at any time the Collateral Trustee shall resign or be removed, or if at any time a vacancy shall occur in the office of the Collateral Trustee for any other cause, a successor Collateral Trustee may be appointed by the Representatives with the consent of the Borrower, which consent shall not be unreasonably withheld. The powers, duties, authority and title of the predecessor Collateral Trustee shall be terminated and cancelled without procuring the resignation of such predecessor and without any other formality (except as may be required by applicable law) than appointment and designation of a successor in writing duly acknowledged and delivered to the predecessor and the Borrower. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Collateral Trust Agreement and the Trust Security Agreements shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of any Representative, the Borrower, or the successor Collateral Trustee, execute and deliver an
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instrument transferring to such successor all the estates, properties, rights, powers, trusts, duties, authority and title of such predecessor hereunder and under the Collateral Trust Security Documents and shall deliver all Collateral held by it or its agents to such successor. Should any deed, conveyance or other instrument in writing from any Loan Party be required by any successor Collateral Trustee for more fully and certainly vesting in such successor the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the predecessor Collateral Trustee, any and all such deeds, conveyances and other instruments in writing shall, on request of such successor, be executed, acknowledged and delivered by such Loan Party. If such Loan Party shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Trustee to do so, or if a Notice of Event of Default is in effect, the predecessor Collateral Trustee may execute the same on behalf of such Loan Party. Such Loan Party hereby appoints any predecessor Collateral Trustee as its agent and attorney to act for it as provided in the next preceding sentence.
5.08. Status of Successor Collateral Trustee . Every successor Collateral Trustee appointed pursuant to Section 5.07 shall be a bank or trust company in good standing and having power to act as Collateral Trustee hereunder, incorporated under the laws of the United States of America or any State thereof or the District of Columbia and having its principal corporate trust office within the 48 contiguous States and shall also have capital, surplus and undivided profits of not less than $100,000,000, if there be such an institution with such capital, surplus and undivided profits willing, qualified and able to accept the trust hereunder upon reasonable or customary terms.
5.09. Merger of the Collateral Trustee . Any corporation into which the Collateral Trustee may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Trustee shall be a party, shall be Collateral Trustee under this Collateral Trust Agreement and the Collateral Trust Security Documents without the execution or filing of any paper or any further act on the part of the parties hereto.
5.10. Co-Collateral Trustee; Separate Collateral Trustee . (a) If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Trustee of taxes by such jurisdiction not otherwise imposed on the Collateral Trustee, or the Collateral Trustee shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of the Secured Parties, or the Applicable Representative shall in writing so request the Collateral Trustee and the Loan Parties, or the Collateral Trustee shall deem it desirable for its own protection in the performance of its duties hereunder or under any Collateral Trust Security Document, the Collateral Trustee and each of the Loan Parties shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Trustee and the Loan Parties, either to act as co-trustee or co-trustees of all or any of the Collateral under this Collateral Trust Agreement or under any of the Collateral Trust Security Documents, jointly with the Collateral Trustee originally named herein or therein or any successor Collateral Trustee, or to act as separate trustee or trustees of any of the Collateral. If any of the Loan Parties shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Event of Default is in effect, the Collateral Trustee may act under the foregoing provisions of this Section 5.10(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Trustee as its agent and attorney to act for it under the foregoing provisions of this Section 5.10(a) in either of such contingencies.
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(b) Every separate trustee and every co-trustee, other than any successor Collateral Trustee appointed pursuant to Section 5.07, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Trustee or any agent appointed by the Collateral Trustee;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee hereunder and under the relevant Collateral Trust Security Document or Documents shall be conferred or imposed and exercised or performed by the Collateral Trustee and such separate trustee or separate trustees or co-trustee or co-trustees, jointly, as shall be provided in the instrument appointing such separate trustee or separate trustees or co-trustee or co-trustees, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Trustee shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Trustee which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee or co-trustees;
(iii) no power given hereby or by the relevant Collateral Trust Security Documents to, or which it is provided herein or therein may be exercised by, any such co-trustee or co-trustees or separate trustee or separate trustees shall be exercised hereunder or thereunder by such co-trustee or co-trustees or separate trustee or separate trustees except jointly with, or with the consent in writing of, the Collateral Trustee, anything contained herein to the contrary notwithstanding;
(iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
(v) the Borrower and the Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate trustee or co-trustee and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate trustee or co-trustee, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Trustee to do so, or if a Notice of Event of Default is in effect, the Collateral Trustee shall have the power to accept the resignation of or remove any such separate trustee or co-trustee and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Trustee its agent and attorney to act for it in such connection in such contingency. If the Collateral Trustee shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, the Collateral Trustee may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Borrower and the Collateral Trustee, or by the Collateral Trustee alone pursuant to this Section 5.10(b).
5.11. Treatment of Payee or Indorsee by Collateral Trustee; Representatives of Secured Parties . (a) The Collateral Trustee may treat the registered holder or, if none, the payee or indorsee of any promissory note or debenture evidencing a Secured Obligation as the absolute owner thereof for all purposes and shall not be affected by any notice to the contrary, whether such promissory note or debenture shall be past due or not.
(b) Any Person (other than a Representative) which shall be designated as the duly authorized representative of one or more Secured Parties to act as such in connection with any matters
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pertaining to this Collateral Trust Agreement or the Collateral shall present to the Collateral Trustee such documents, including, without limitation, Opinions of Counsel, as the Collateral Trustee may reasonably require, in order to demonstrate to the Collateral Trustee the authority of such Person to act as the representative of such Secured Parties (it being understood that (i) the holders of the First Priority Obligations are represented hereunder by the Revolving Administrative Agent, the Tranche B Term Administrative Agent and the Tranche C Term Administrative Agent and (ii) such holders shall have no other rights pursuant to this Section 5.11(b)). The authority of each Representative shall be demonstrated by its inclusion as such in the lists from time to time delivered pursuant to Section 4.02.
5.12. Assignment of Rights, Not Assumption of Duties . Anything herein contained to the contrary notwithstanding, (a) each Loan Party shall remain liable under each of the Collateral Trust Security Documents to which it is a party to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Collateral Trust Agreement had not been executed, (b) the exercise by the Collateral Trustee of any of its rights, remedies or powers hereunder shall not release a Loan Party from any of its duties or obligations under each of the Collateral Trust Security Documents to which it is a party and (c) the Collateral Trustee shall not have any obligation or liability under any of the Collateral Trust Security Documents to which any Loan Party is a party by reason of or arising out of this Collateral Trust Agreement, nor shall the Collateral Trustee be obligated to perform any of the obligations or duties of a Loan Party thereunder or, except as expressly provided herein, to take any action to collect or enforce any claim for payment assigned hereunder or otherwise.
SECTION 6
MISCELLANEOUS
6.01. Notices . Unless otherwise specified herein, all notices, requests, demands or other communications given to any of the Loan Parties, the Collateral Trustee or any Representative shall be given in writing or by telecopy transmission and shall be deemed to have been duly given when personally delivered or when duly deposited in the mails, registered or certified mail postage prepaid, or when transmitted by facsimile transmission, addressed (i) if to Collateral Trustee, at Citibank, N.A., 1615 Brett Road, OPS III, New Castle, DE 19720, Attention: Loan and Agency Team, Telephone: (302) 894-6010, Telecopy: (212) 994-0961, email: GLAgentOfficeOps@citi.com , (ii) if to the Borrower, at World Headquarters, 26555 Northwestern Highway, Southfield, Michigan 48033, Attention: James C. Zabriskie, Telephone: (248) 354-8673 and Telecopy: (248) 354-7727, with copies to Brett Pynnonen, Telephone: (248) 354-1748 and Telecopy: (248) 354-7727 or (iii) if to any other Loan Party, in care of the Borrower at the address specified in clause (ii) above or, in each case, at any other address which such party shall have specified as its address for the purpose of communications hereunder, by notice given in accordance with this Section 6.01 to the party sending such communication or (ii) if to any Representative, to it at its address specified from time to time in the list provided by the Borrower to the Collateral Trustee pursuant to Section 4.02; provided that any notice, request or demand to the Collateral Trustee shall not be effective until received by the Collateral Trustee in writing or by facsimile transmission in the corporate trust division at the office designated by it pursuant to this Section 6.01.
6.02. No Waiver . No failure on the part of the Collateral Trustee, any co-trustee, any separate trustee, any Representative or any other Secured Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Collateral Trust Agreement or any Collateral Trust Security Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
21
6.03. Amendments, Supplements and Waivers . (a) With the written consent of each First Priority Representative and each Second Priority Representative, the Collateral Trustee and the Loan Parties may, from time to time, enter into written agreements supplemental hereto or to any Collateral Trust Security Document for the purpose of amending, adding to, or waiving any provisions of, this Collateral Trust Agreement or any Collateral Trust Security Document.
(b) Without the consent of any Representative or any other Secured Party, the Collateral Trustee and any of the Loan Parties, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Collateral Trust Security Document, in form satisfactory to the Collateral Trustee, (i) to add to the covenants of such Loan Party for the benefit of the Secured Parties or to surrender any right or power herein conferred upon such Loan Party; (ii) to mortgage or pledge to the Collateral Trustee, or grant or perfect a security interest in favor of the Collateral Trustee in, any property or assets as additional security for the Secured Obligations (including without limitation any such agreements the Loan Parties are required to enter into pursuant to Section 5.09 of the Credit Agreement); or (iii) to cure any ambiguity, to correct or supplement any provision herein or in any Collateral Trust Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of any Secured Party, as determined in an Opinion of Counsel delivered to the Collateral Trustee.
(c) The Collateral Trustee may, but shall not be obligated to, enter into any supplemental agreement pursuant to this Section 6.03 which would adversely affect its interests hereunder.
6.04. Headings . The table of contents and the headings of sections have been included herein and in the Collateral Trust Security Documents for convenience only and should not be considered in interpreting this Collateral Trust Agreement or the Collateral Trust Security Documents.
6.05. Severability . Any provision of this Collateral Trust Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.06. Successors and Assigns . This Collateral Trust Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of the Secured Parties and their respective successors and assigns, and nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Collateral Trust Agreement or any Collateral.
6.07. Currency Conversions . In calculating the amount of Secured Obligations or Collateral proceeds for any purpose hereunder, including, without limitation, voting or distribution purposes, the amount of any Secured Obligation which is denominated in a currency other than U.S. dollars shall be converted by the relevant Representative into U.S. dollars at the spot rate for purchasing U.S. dollars with such currency as set forth in The Wall Street Journal on the business day prior to the date on which such calculation is to be made.
6.08. Governing Law . This Collateral Trust Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
6.09. Counterparts . This Collateral Trust Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.
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6.10. Termination . (a) Any liens granted under any Collateral Trust Security Document shall terminate in accordance with the terms of such Collateral Trust Security Document. Upon the termination of the Liens upon the Collateral held by the Collateral Trustee and payment in full of all Collateral Trustee Fees, the security interests created by Section 4.07 shall terminate forthwith and all right, title and interest of the Collateral Trustee in and to the Collateral shall revert to the Loan Parties, their successors and assigns.
(b) Upon the termination or release of any liens created under any Collateral Trust Security Document in accordance with the terms thereof the Collateral Trustee will comply with the provisions set forth therein regarding the execution and delivery of documents to evidence such termination or release.
(c) This Collateral Trust Agreement shall terminate when all security interests granted under the Collateral Trust Security Documents have terminated and the Collateral has been released; provided that the provisions of Sections 4.03, 4.04, 4.05 and 4.06 shall not be affected by any such termination. At any time prior to the termination of all security interests granted under the Collateral Trust Security Documents and the release of all the Collateral, this Collateral Trust Agreement shall terminate when each of the First Priority Representative and the Second Priority Representative shall have agreed to such termination and shall have delivered the Collateral Trustee written notice thereof.
6.11. New Loan Parties . During the term of this Collateral Trust Agreement, one or more additional Subsidiaries may become a party to this Collateral Trust Agreement by executing an assumption agreement, substantially in the form of Exhibit B, whereupon such Subsidiary shall become an Loan Party for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Collateral Trust Agreement.
6.12. Inspection by Regulatory Agencies . The Collateral Trustee shall make available, and shall cause each custodian and agent acting on its behalf in connection with this Collateral Trust Agreement to make available, all Collateral in such Persons possession at all times for inspection by any regulatory agency having jurisdiction over an Loan Party to the extent required by such regulatory agency in its discretion at the expense of such Loan Party.
6.13. Confidentiality . The Collateral Trustee agrees to keep confidential any written information (a) provided to it by or on behalf of the Borrower or any of its Subsidiaries pursuant to or in connection with the Collateral Trust Agreement or any Collateral Trust Security Document or (b) obtained by the Collateral Trustee based on a review of the books and records of the Borrower or any of its Subsidiaries; provided that nothing herein shall prevent the Collateral Trustee from disclosing any such information (i) to the Representatives or any Lenders, (ii) to its employees, directors, agents, attorneys, accountants and other professional advisors, (iii) upon the request or demand of any Governmental Authority having jurisdiction over the Collateral Trustee or as shall be required pursuant to any Requirement of Law, (iv) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (v) in connection with any litigation to which the Collateral Trustee is a party, (vi) which has been publicly disclosed other than in breach of the Collateral Trust Agreement, or (vii) to the extent reasonably necessary, in connection with the exercise of any remedy hereunder.
6.14. Submission to Jurisdiction; Waivers . Each Loan Party hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Collateral Trust Agreement and the other Collateral Trust Security Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;
23
(b) to the extent permitted by applicable law, consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Loan Party at its address as set forth on the signature pages hereto or at such other address of which the Collateral Trustee shall have been notified pursuant to Section 6.01;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this section any special, exemplary, punitive or consequential damages.
6.15. WAIVERS OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS COLLATERAL TRUST AGREEMENT OR ANY OTHER COLLATERAL TRUST SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
6.16. Intercreditor Agreements . (a) Each Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the ABL Intercreditor Agreement and each applicable PP&E Intercreditor Agreement (collectively, the Intercreditor Agreements ), (ii) agrees (or is deemed to agree) that it will be bound by the provisions of each applicable Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of such Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the Collateral Trustee on behalf of such Person to enter into, and perform under, the Intercreditor Agreements and (iv) acknowledges (or is deemed to acknowledge) that a copy of each applicable Intercreditor Agreement was delivered, or made available, to such Person. The Collateral Trustee may effect any amendment or supplement to the Intercreditor Agreements that is for the purpose of adding the holders of Indebtedness under any Secured Instrument, as contemplated by the terms of this Collateral Trust Agreement and the Intercreditor Agreements.
(b) Notwithstanding anything to the contrary herein or in any Secured Instrument, the priority of the Liens securing the Secured Obligations and the exercise of rights and remedies of the Collateral Trustee, any Representative and any holder of Secured Obligations hereunder and under any Security Instrument or any other Collateral Trust Security Document are subject to the provisions of the Intercreditor Agreements. In the event of any conflict between the terms of the Intercreditor Agreements and the terms of this Collateral Trust Agreement, any Security Instrument or any other Collateral Trust Security Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, any Representative or any other holder of Secured Obligations, the terms of the Intercreditor Agreements shall govern and supersede and control the terms and provisions hereof or of such Security Instrument or such other Collateral Trust Security Document.
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[SIGNATURE PAGES FOLLOW]
25
IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Agreement to be duly executed by their respective authorized officers as of the day and year first written above.
FEDERAL-MOGUL HOLDINGS CORPORATION | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Vice President and Treasurer | |||
FEDERAL-MOGUL CORPORATION | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Vice President and Treasurer |
[Signature Page to Amended and Restated Collateral Trust Agreement]
CARTER AUTOMOTIVE COMPANY, INC. | ||||
FEDERAL-MOGUL IGNITION COMPANY | ||||
FEDERAL-MOGUL PISTON RINGS, INC. | ||||
FEDERAL-MOGUL POWERTRAIN, INC. | ||||
FEDERAL-MOGUL POWERTRAIN IP, LLC | ||||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
FEDERAL-MOGUL VEHICLE COMPONENT SOLUTIONS, INC. | ||||
FEDERAL-MOGUL WORLD WIDE, INC. | ||||
FELT PRODUCTS MFG, CO. | ||||
MUZZY LYON AUTO PARTS, INC. | ||||
FEDERAL-MOGUL CHASSIS LLC | ||||
by: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | President and Treasurer |
[Signature Page to Amended and Restated Collateral Trust Agreement]
CITIBANK, N.A., as Collateral Trustee | ||||
By: |
/s/ Matthew Burke |
|||
Name: | Matthew Burke | |||
Title: | Vice President |
[Signature Page to Amended and Restated Collateral Trust Agreement]
Acknowledged and consented to by:
CITIBANK, N.A. , as a First-Priority Representative |
||||
By: |
/s/ Matthew Burke |
|||
Name: | Matthew Burke | |||
Title: | Vice President |
[Signature Page to Amended and Restated Collateral Trust Agreement]
Acknowledged and consented to by:
CREDIT SUISSE, AG , CAYMAN ISLANDS BRANCH , as a First-Priority Representative | ||||
By: |
/s/ John D. Toronto |
|||
Name: | John D. Toronto | |||
Title: | Authorized Signatory | |||
By: |
/s/ Whitney Gaston |
|||
Name: | Whitney Gaston | |||
Title: | Authorized Signatory |
[Signature Page to Amended and Restated Collateral Trust Agreement]
EXHIBIT A
FORM OF NOTICE OF EVENT OF DEFAULT
[Date]
To: Citibank, N.A., as Collateral Trustee
Re: Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014, among Federal-Mogul Holdings Corporation (the Borrower ), the other subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and Citibank, N.A., as Collateral Trustee (as amended from time to time, the Collateral Trust Agreement ).
An event of default has occurred with respect to the [Borrowing Base Priority][PP&E Priority] Obligations under the provisions of the [First] [Second] Priority Documents and, as a result thereof, the holders of such [First] [Second] Priority Obligations have the right to declare such [First] [Second] Second Priority Obligations immediately due and payable.
The undersigned is the Applicable Representative with respect to such [Borrowing Base Priority] [PP&E Priority] Obligations under the Collateral Trust Agreement on the date of such notice.
Terms defined in the Collateral Trust Agreement and used herein shall have the meanings given to them in the Collateral Trust Agreement.
[CITIBANK, N.A., | ||||||
[as Revolving Administrative Agent] | ||||||
[as Tranche B Term Administrative Agent] | ||||||
[CREDIT SUISSE, AG, as Tranche C Term Administrative Agent] |
||||||
|
||||||
Name: | ||||||
Title: |
A-1
EXHIBIT B
FORM OF ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of , 20 made by (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.
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into the Amended and Restated Collateral Trust Agreement, dated as of , 2014 (as amended, supplemented or otherwise modified from time to time, the Collateral Trust Agreement ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement. By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[NEW OBLIGOR]
Address for Notices:
Attention: Telecopy No.: With a copy to: Attention: Telecopy No.:
B-1
EXHIBIT C
to Collateral Trust Agreement
FORM OF
COLLATERAL TRUST JOINDER
Reference is made to the Amended and Restated Collateral Trust Agreement dated as of April 15, 2014, among Federal-Mogul Holdings Corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and Citibank, N.A., as Collateral Trustee (as amended from time to time, 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 for which the undersigned is acting as [agent][trustee] (the Additional Secured Debt ) being entitled to the benefits of being [First Priority][Second Priority] Obligations under the Collateral Trust Agreement.
1. Acknowledgment . The undersigned, , a , (the New Representative ) as [ trustee][collateral agent] [administrative agent ] under that certain [ describe applicable indenture, credit agreement or other document governing the applicable debt ] hereby agrees to the terms of the Collateral Trust Agreement, to be bound as a [First Priority Representative ] [ a Second Priority Representative ] thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.
2. Lien Sharing and Priority Confirmation .
[ Option A: to be used if additional debt relates to First Priority Obligations ] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the series of Additional Secured Debt hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that:
1. |
all [Borrowing Base Priority] [PP&E First Lien] Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of [Borrowing Base Priority] [PP&E First Lien] Obligations equally and ratably; |
2. |
the New Representative and each holder of Obligations in respect of the Additional Secured Debt for which the undersigned is acting as Representative are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement (as defined in the Credit Agreement) (if applicable), including the provisions relating to ranking of Liens and the order of application of proceeds from the enforcement of Liens; and |
3. |
it consents to the Collateral Trustee performing, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations. [ or ] |
C-1
[ Option B: to be used if additional debt relates to Second Priority Obligations ] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the series of Additional Secured Debt hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that:
1. |
all Second Priority Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such series of Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Second Priority Obligations equally and ratably; |
2. |
the New Representative and each holder of Obligations in respect of the series of Additional Secured Debt for which the undersigned is acting as Representative are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Second Lien Intercreditor Agreement (as defined in the Credit Agreement), including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens; and |
3. |
it consents to the Collateral Trustee performing, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations. |
3. Governing Law and Miscellaneous Provisions . The provisions of Sections 6.08, 6.09 and 6.14 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.
IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of , 20 .
C-2
[INSERT NAME OF NEW REPRESENTATIVE] |
By: |
|
|
Name: |
|
|
Title: |
|
The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Secured Obligations represented thereby:
Citibank, N.A., as Collateral Trustee |
By |
|
|
Name: | ||
Title: |
C-3
Exhibit 4.11
Final Version
ASSUMPTION AGREEMENT
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.
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement. By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FM MOTORPARTS TSC, INC. | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | President and Treasurer |
Address for Notices:
FM Motorparts TSC, Inc.
c/o Federal-Mogul Corporation
World Headquarters
26555 Northwestern Highway
Southfield, Michigan 48033
Tel: (248) 354-8673
Fax: (248) 354-6746
Exhibit 4.12
Execution Version
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
W I T N E S S E T H :
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement . By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
F-M TSC Real Estate Holdings LLC | ||
By: |
/s/ Susan Fisher |
|
Name: | Susan Fisher | |
Title: | Secretary & Treasurer | |
Address for Notices: | ||
F-M TSC Real Estate Holdings LLC | ||
c/o Federal-Mogul Corporation | ||
World Headquarters | ||
27300 West 11 Mile Road | ||
Southfield, Michigan 48034 | ||
Attention: James C. Zabriskie | ||
Tel: (248) 354-8673 | ||
Fax: (248) 354-6746 | ||
With copies to: | ||
Michelle Epstein Taigman | ||
Tel: (248) 354-7063 | ||
Fax: (248) 354-7727 |
Signature Page to Assumption Agreement (Collateral Trust Agreement)
Exhibit 4.13
Execution Version
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
W I T N E S S E T H :
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement . By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
Federal-Mogul Valve Train International LLC | ||
By: |
/s/ Brett D. Pynnonen |
|
Name: | Brett D. Pynnonen | |
Title: | Vice President & Secretary | |
Address for Notices: | ||
Federal-Mogul Valve Train International LLC | ||
c/o Federal-Mogul Corporation | ||
World Headquarters | ||
27300 West 11 Mile Road | ||
Southfield, Michigan 48034 | ||
Attention: James C. Zabriskie | ||
Tel: (248) 354-8673 | ||
Fax: (248) 354-6746 | ||
With copies to: | ||
Brett D. Pynnonen | ||
Tel: (248) 354-1748 | ||
Fax: (248) 354-7727 |
Signature Page to Assumption Agreement (Collateral Trust Agreement)
Exhibit 4.14
Execution Version
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
W I T N E S S E T H :
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement . By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL SEVIERVILLE, INC. | ||
By: |
/s/ Stephanie OConner |
|
Name: | Stephanie OConnor | |
Title: | Assistant Secretary | |
Address for Notices: | ||
Federal-Mogul Sevierville, Inc. | ||
c/o Federal-Mogul Corporation | ||
World Headquarters | ||
27300 West 11 Mile Road | ||
Southfield, Michigan 48034 | ||
Attention: James C. Zabriskie | ||
Tel: (248) 354-8673 | ||
Fax: (248) 354-6746 | ||
With copies to: | ||
Brett D. Pynnonen | ||
Tel: (248) 354-1748 | ||
Fax: (248) 354-7727 |
Signature Page to Assumption Agreement (Collateral Trust Agreement)
Exhibit 4.15
EXECUTION VERSION
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
WHEREAS, Federal-Mogul Holdings Corporation, a Delaware corporation (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, each New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement. By executing and delivering this Assumption Agreement, each New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of a Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
B-1
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Secretary |
[Signature Page to Assumption to Collateral Trust Agreement]
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Secretary |
[Signature Page to Assumption to Collateral Trust Agreement]
Exhibit 4.16
EXECUTION VERSION
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
WHEREAS, Federal-Mogul LLC, a Delaware limited liability company (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 ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, the New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement . By executing and delivering this Assumption Agreement, the New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of a Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice-President, Co-General Counsel and Secretary |
[Signature Page to Assumption to Collateral Trust Agreement]
Exhibit 4.17
EXECUTION VERSION
COLLATERAL TRUST JOINDER
March 30, 2017
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.
1. Acknowledgment . The undersigned, Wilmington Trust, National Association as trustee (the Trustee ) (herein, the New Representative ) as trustee under that certain Indenture dated March 30, 2017 (the Indenture ) among the Borrower, Federal-Mogul Financing Corporation, the guarantors party thereto, the New Representative, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon (Luxembourg) S.A., as registrar, hereby agrees to the terms of the Collateral Trust Agreement, to be bound as a First Priority Representative thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.
2. Lien Sharing and Priority Confirmation .
The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the series of Additional Secured Debt hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that:
(a) |
all PP&E First Lien Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of PP&E First Lien Obligations equally and ratably; |
(b) |
the New Representative and each holder of Obligations in respect of the Additional Secured Debt for which the undersigned is acting as Representative are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement (as defined in the Credit Agreement), including the provisions relating to ranking of Liens and the order of application of proceeds from the enforcement of Liens; and |
(c) |
it consents to the Collateral Trustee performing, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations under the Additional Secured Debt. |
3. Governing Law and Miscellaneous Provisions . The provisions of Sections 6.08, 6.09 and 6.14 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.
4. Concerning the New Representative . Wilmington Trust, National Association is entering into this Collateral Trust Joinder solely in its capacity as Trustee under the Indenture. In acting as New Representative and First Priority Representative hereunder and under the Collateral Trust Agreement, the Trustee shall be entitled to all of the rights, privileges and immunities granted to it under the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of the date first set forth above.
Wilmington Trust, National Association, as Trustee under the Indenture
By: |
/s/ Jane Y. Schweiger |
|
Name: | Jane Y. Schweiger | |
Title: | Vice President |
[Signature Page to Collateral Trust Joinder]
The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Secured Obligations represented thereby:
Citibank, N.A., as Collateral Trustee | ||
By: |
/s/ David Smith |
|
Name: | David Smith | |
Title: | Vice President & Director |
[Signature Page to Collateral Trust Joinder]
Exhibit 4.18
Execution Version
COLLATERAL TRUST JOINDER
June 29, 2017
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 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.
1. Acknowledgment . The undersigned, The Bank of New York Mellon, London Branch, as trustee (the Trustee ) (herein, the New Representative ), as trustee under that certain Indenture, dated June 29, 2017 (as amended, supplemented or otherwise modified from time to time, the Indenture ), among the Borrower, Federal-Mogul Financing Corporation, the guarantors party thereto, the New Representative, The Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar, hereby agrees to the terms of the Collateral Trust Agreement, to be bound as a First Priority Representative thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof.
2. Lien Sharing and Priority Confirmation .
The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the series of Additional Secured Debt hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that:
(a) |
all PP&E First Lien Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of PP&E First Lien Obligations equally and ratably; |
(b) |
the New Representative and each holder of Obligations in respect of the Additional Secured Debt for which the undersigned is acting as Representative are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement (as defined in the Credit Agreement), including the provisions relating to ranking of Liens and the order of application of proceeds from the enforcement of Liens; and |
(c) |
it consents to the Collateral Trustee performing, and directs the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations under the Additional Secured Debt. |
3. Governing Law and Miscellaneous Provisions . The provisions of Sections 6.08, 6.09 and 6.14 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.
4. Concerning the New Representative . The Bank of New York Mellon, London Branch is entering into this Collateral Trust Joinder solely in its capacity as Trustee under the Indenture. In acting as New Representative and First Priority Representative hereunder and under the Collateral Trust Agreement, the Trustee shall be entitled to all of the rights, privileges and immunities granted to it under the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Collateral Trust Joinder to be executed by their respective officers or representatives as of the date first set forth above.
THE BANK OF NEW YORK MELLON, LONDON BRANCH , as Trustee under the Indenture
By: |
/s/ Trevor Blewer |
|
Name: | Trevor Blewer | |
Title: | Vice President |
[Signature Page to Collateral Trust Joinder]
The Collateral Trustee hereby acknowledges receipt of this Collateral Trust Joinder and agrees to act as Collateral Trustee for the New Representative and the holders of the Secured Obligations represented thereby:
CITIBANK, N.A . , as Collateral Trustee | ||
By: |
/s/ David Foster |
|
Name: | David Foster | |
Title: | Vice President |
[Signature Page to Collateral Trust Joinder]
Exhibit 4.19
EXECUTION VERSION
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
WHEREAS, Federal-Mogul LLC, a Delaware limited liability company (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, each New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement. By executing and delivering this Assumption Agreement, each New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL PRODUCTS COMPANY LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL IGNITION LLC | ||||
By: |
/s/ David G. Jachcik |
|||
Name: | David G. Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Assumption to Collateral Trust Agreement]
Acknowledged by: | ||||
BANK OF AMERICA, N.A., as Collateral Trustee | ||||
By: |
/s/ Kindra M. Mullarky |
|||
Name: | Kindra M. Mullarky | |||
Title: | VP |
[Signature Page to Assumption to Collateral Trust Agreement]
Exhibit 4.20
EXECUTION VERSION
ASSUMPTION AGREEMENT
(Collateral Trust Agreement)
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.
WHEREAS, Federal-Mogul LLC, a Delaware limited liability company (the Borrower ), the subsidiaries of the Borrower parties thereto (together with the Borrower, the Loan Parties ) and the Collateral Trustee have entered into 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 ); and
WHEREAS, each New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Trust Agreement. By executing and delivering this Assumption Agreement, each New Loan Party hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of an Loan Party thereunder.
2. GOVERNING LAW . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL NEW PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer | |||
FEDERAL-MOGUL PRODUCTS US LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer |
[Signature Page to Assumption to Collateral Trust Agreement]
Acknowledged by: | ||||
BANK OF AMERICA, N.A., as Collateral Trustee | ||||
By: |
/s/ Kindra Mullarky |
|||
Name: | Kindra Mullarky | |||
Title: | VP |
[Signature Page to Assumption to Collateral Trust Agreement]
Exhibit 4.21
EXECUTION VERSION
ASSUMPTION AGREEMENT TO COLLATERAL TRUST AGREEMENT
(Collateral Trust Agreement)
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.
W I T N E S S E T H :
WHEREAS, Tenneco Inc. (as successor by merger to Federal-Mogul LLC) (the Company ) and certain of its Subsidiaries (other than the New Loan Parties) have entered into the Collateral Trust Agreement;
WHEREAS, each New Loan Party desires to become a party to the Collateral Trust Agreement in accordance with Section 6.11 of the Collateral Trust Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each New Loan Party becomes a party to the Collateral Trust Agreement as a Loan Party thereunder and, without limiting the foregoing, hereby expressly assumes all obligations of a Loan Party thereunder.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
TENNECO INC., as the Company | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
TENNECO INTERNATIONAL HOLDING CORP. | ||
TENNECO GLOBAL HOLDINGS INC. | ||
TMC TEXAS INC. | ||
THE PULLMAN COMPANY | ||
CLEVITE INDUSTRIES INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance |
Acknowledged by: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee | ||
By: |
/s/ Jane Y. Schweiger |
|
Name: Jane Y. Schweiger | ||
Title: Vice President |
Exhibit 4.22
EXECUTION VERSION
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 ASSOCIATION,
as the Initial Other Authorized Representative,
and
each additional Authorized Representative from time to time party hereto
AND ACKNOWLEDGED AND AGREED TO BY
FEDERAL-MOGUL LLC
(as successor by merger to Federal-Mogul Holdings LLC
(f/k/a Federal Mogul Holdings Corporation))
and
the other Grantors party hereto
TABLE OF CONTENTS
Page | ||||||
ARTICLE I |
|
|||||
DEFINITIONS |
|
|||||
SECTION 1.01 |
Construction; Certain Defined Terms |
2 | ||||
ARTICLE II |
|
|||||
PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL |
|
|||||
SECTION 2.01 |
Priority of Claims |
11 | ||||
SECTION 2.02 |
Actions with Respect to Shared Collateral, Restricted Assets or Sale Proceeds; Prohibition on Contesting Liens |
12 | ||||
SECTION 2.03 |
No Interference; Payment Over; Exculpatory Provisions |
13 | ||||
SECTION 2.04 |
Automatic Release of Liens |
14 | ||||
SECTION 2.05 |
Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings |
14 | ||||
SECTION 2.06 |
Reinstatement |
15 | ||||
SECTION 2.07 |
Insurance |
15 | ||||
SECTION 2.08 |
Refinancings |
16 | ||||
SECTION 2.09 |
Collateral Trustee as Gratuitous Bailee for Perfection |
16 | ||||
SECTION 2.10 |
Amendments to First Lien Security Documents |
17 | ||||
ARTICLE III |
|
|||||
EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS |
|
|||||
ARTICLE IV |
|
|||||
THE COLLATERAL TRUSTEE |
|
|||||
SECTION 4.01 |
Appointment and Authority |
17 | ||||
SECTION 4.02 |
Rights as a First Lien Secured Party |
19 | ||||
SECTION 4.03 |
Non-Reliance on Collateral Trustee and Other First Lien Secured Parties |
19 | ||||
SECTION 4.04 |
Collateral and Guaranty Matters |
19 | ||||
ARTICLE V
MISCELLANEOUS |
|
|||||
SECTION 5.01 |
Notices |
20 | ||||
SECTION 5.02 |
Waivers; Amendment; Joinder Agreements |
21 |
Exhibit G-2-2
Page | ||||||
SECTION 5.03 |
Parties in Interest |
22 | ||||
SECTION 5.04 |
Survival of Agreement |
22 | ||||
SECTION 5.05 |
Counterparts |
22 | ||||
SECTION 5.06 |
Severability |
22 | ||||
SECTION 5.07 |
GOVERNING LAW |
22 | ||||
SECTION 5.08 |
Submission to Jurisdiction; Waivers |
22 | ||||
SECTION 5.09 |
WAIVER OF JURY TRIAL |
23 | ||||
SECTION 5.10 |
Headings |
23 | ||||
SECTION 5.11 |
Conflicts |
23 | ||||
SECTION 5.12 |
Provisions Solely to Define Relative Rights |
23 | ||||
SECTION 5.13 |
Integration |
24 | ||||
SECTION 5.14 |
Other First Lien Obligations |
24 | ||||
SECTION 5.15 |
Agent Capacities |
25 |
PARI PASSU INTERCREDITOR AGREEMENT
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 to which it is acting in such capacity and acknowledged and agreed to by FEDERAL-MOGUL LLC, a Delaware limited liability company, as successor by merger to Federal-Mogul Holdings LLC (f/k/a Federal-Mogul Corporation) (the Borrower ) and the other Grantors (as defined below).
RECITALS
A. Reference is made to that certain Term Loan and Revolving Credit Agreement, dated as of December 27, 2007 (as amended and restated on April 15, 2014, and as further amended, restated, modified or supplemented from time to time, the Credit Agreement ) among the Borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility thereunder, Citibank, N.A., as administrative agent with respect to the tranche B term loan facility thereunder, and Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility thereunder.
B. Reference is made to that certain Amended and Restated Collateral Agreement, dated as of April 15, 2014, among the Borrower, the other grantors party thereto and the Collateral Trustee (as amended, supplemented or otherwise modified from time to time, the Collateral Agreement ), pursuant to which the grantors granted security interests in the collateral described therein to secure the PP&E Credit Agreement Secured Obligations in respect of the Credit Agreement.
C. Reference is made to that certain Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as supplemented by the Collateral Trust Joinders referred to in clause G. below on the date hereof and as further amended, supplemented or otherwise modified from time to time, the Collateral Trust Agreement ), among the Borrower, the other subsidiaries of Borrower party thereto from time to time, the Collateral Trustee, each of Credit Suisse AG, Citibank, N.A. and Wilmington Trust, National Association, each as First Priority Representatives (as therein defined) and the other Representatives party thereto from time to time.
D. Reference is made to that certain indenture dated as of March 30, 2017, among the Borrower, Federal-Mogul Financing Corporation, a Delaware Corporation ( FinCo and, FinCo, together with the Borrower, the Issuers and each individually an Issuer ), the other Subsidiaries of the Borrower party thereto, Wilmington Trust, National Association, as trustee (in such capacity, the Notes 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 from time to time, the Indenture ).
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E. Whereas, as of the date hereof, the Issuers shall issue 415.0 million aggregate principal amount of 4.875% Senior Secured Notes due 2022 (the Fixed Rate Notes ) and 300.0 aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (the Floating Rate Notes together with the Fixed Rate Notes, the Notes ) under the Indenture, the proceeds of which will be used, together with cash on hand, to repay in full the Borrowers existing tranche B term loan facility under the Credit Agreement.
F. Reference is made to that certain Collateral Agreement, dated as of the date hereof, among Borrower, the other grantors party thereto and the Collateral Trustee, (as amended, supplemented or otherwise modified from time to time, the Notes Collateral Agreement ), pursuant to which the grantors granted security interests in the collateral described therein to secure the Notes and the other Initial Other First Lien Obligations in respect of the Indenture.
G. Reference is made to (i) that certain Assumption Agreement, dated as of the date hereof, pursuant to which FinCo has agreed to become a party to the Collateral Trust Agreement as a Loan Party thereunder and to assume all obligations and liabilities of a Loan Party thereunder and (ii) that certain Collateral Trust Joinder, dated as of the date hereof, pursuant to which the Notes Trustee has agreed, among other things, to become a party to the Collateral Trust Agreement as a First Priority Representative thereunder for all purposes thereof on the terms set forth in the Collateral Trust Agreement and to subject the holders of the Notes and the other Initial Other First Lien Obligations for which the Notes Trustee is Initial Other First Lien Representative to the terms set forth in the Collateral Trust Agreement and under this Agreement (such Assumption Agreement and such Collateral Trust Joinder, collectively, the Collateral Trust Joinders ).
In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Tranche C Term Administrative Agent (for itself and on behalf of the PP&E Credit Agreement Secured Parties), the Collateral Trustee (for itself and on behalf of the Secured Parties represented by it), the Initial Other Authorized Representative (for itself and on behalf of the Initial Other First Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Other First Lien Secured Parties of the applicable Series) agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Construction; Certain Defined Terms.
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Persons successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its
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entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term or is not exclusive.
(b) Without limiting the provisions of Section 2.03, it is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have a valid and perfected security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an Impairment of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien Obligations or the Secured Loan Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
(c) As used in this Agreement, the following terms have the meanings specified below:
ABL Intercreditor Agreement has the meaning set forth in the Credit Agreement.
Additional Senior Class Debt shall have the meaning assigned to such term in Section 5.14.
Additional Senior Class Debt Parties shall have the meaning assigned to such term in Section 5.14.
Additional Senior Class Debt Representative shall have the meaning assigned to such term in Section 5.14.
Agreement shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
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Applicable Authorized Representative means, with respect to any Shared Collateral (i) until the earlier of (x) the Discharge of PP&E Credit Agreement Secured Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Tranche C Term Administrative Agent and (ii) from and after the earlier of (x) the Discharge of PP&E Credit Agreement Secured Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative; provided, in each case, that if there shall occur one or more Non-Controlling Authorized Representative Enforcement Dates, the Applicable Authorized Representative shall be the Authorized Representative that is the Major Non-Controlling Authorized Representative in respect of the most recent Non-Controlling Authorized Representative Enforcement Date.
Authorized Representative means, at any time, (i) in the case of any PP&E Credit Agreement Secured Obligations or the PP&E Credit Agreement Secured Parties, the Tranche C Term Administrative Agent, (ii) in the case of the Initial Other First Lien Obligations or the Initial Other First Lien Secured Parties, the Initial Other Authorized Representative, and (iii) in the case of any other Series of Other First Lien Obligations or Other First Lien Secured Parties that become subject to this Agreement after the date hereof, the Person named as Authorized Representative for such Series in the applicable Joinder Agreement.
Bankruptcy Case shall have the meaning assigned to such term in Section 2.05(b).
Bankruptcy Code shall mean Title 11 of the United States Code, as now constituted or hereafter amended.
Bankruptcy Law shall mean the Bankruptcy Code and any similar federal, state or foreign bankruptcy, insolvency, receivership or similar law for the relief of debtors.
Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Collateral means all assets and properties subject to Liens created pursuant to any First Lien Security Document to secure one or more Series of First Lien Obligations.
Collateral Agreement shall have the meaning assigned to such term in the recitals to this Agreement.
Collateral Trustee shall have the meaning set forth in the introductory paragraph to this Agreement.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.
Controlling Secured Parties means, with respect to any Shared Collateral, the Series of First Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.
Credit Agreement shall have the meaning assigned to such term in the recitals to this Agreement.
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Credit Agreement Collateral Documents means the Collateral Agreement, the other Security Documents (as defined in the Collateral Agreement) and each other agreement entered into in favor of the Collateral Trustee for the purpose of securing any PP&E Credit Agreement Secured Obligations.
Credit Agreement Loan Documents mean the Credit Agreement, each Credit Agreement Collateral Document and the other Loan Documents (as defined in the Credit Agreement).
DIP Financing shall have the meaning assigned to such term in Section 2.05(b).
DIP Financing Liens shall have the meaning assigned to such term in Section 2.05(b).
DIP Lenders shall have the meaning assigned to such term in Section 2.05(b).
Discharge means, subject to Section 2.06 hereof, with respect to any Shared Collateral and any Series of First Lien Obligations, the date on which such Series of First Lien Obligations is no longer secured by, and no longer required to be secured by, such Shared Collateral. The term Discharged shall have a corresponding meaning.
Discharge of PP&E Credit Agreement Secured Obligations means, with respect to any Shared Collateral, subject to Section 2.06 hereof, the Discharge of the PP&E Credit Agreement Secured Obligations with respect to such Shared Collateral; provided that the Discharge of PP&E Credit Agreement Secured Obligations shall not be deemed to have occurred in connection with a Refinancing of such PP&E Credit Agreement Secured Obligations with additional First Lien Obligations secured by Shared Collateral under an Other First Lien Document which has been designated in writing by the administrative agent (under the Credit Agreement so Refinanced) or the Borrower to the Collateral Trustee and each other Authorized Representative as the Credit Agreement for purposes of this Agreement.
Event of Default means an Event of Default (or similarly defined term) as defined in any Secured Loan Document.
Excess Other First Lien Obligations shall have the meaning assigned to such term in the definition of Other First Lien Obligations.
First Lien Documents means, with respect to the PP&E Credit Agreement Secured Obligations, the Credit Agreement Loan Documents, and with respect to the Other First Lien Obligations, the Other First Lien Documents.
First Lien Obligations means, collectively, (i) the PP&E Credit Agreement Secured Obligations and (ii) each Series of Other First Lien Obligations.
First Lien Secured Parties means (i) the PP&E Credit Agreement Secured Parties and (ii) the Other First Lien Secured Parties with respect to each Series of Other First Lien Obligations.
First Lien Security Documents means, collectively, (i) the Credit Agreement Collateral Documents and (ii) the Other First Lien Security Documents.
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Governmental Authority means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.
Grantors means the Borrower and each Subsidiary of the Borrower which has granted a security interest pursuant to any First Lien Security Document to secure any Series of First Lien Obligations.
Impairment shall have the meaning assigned to such term in Section 1.01(b).
Indenture shall have the meaning assigned to such term in the recitals to this Agreement.
Initial Other Authorized Representative shall have the meaning assigned to such term in the introductory paragraph to this Agreement.
Initial Other Collateral Agreement means the Notes Collateral Agreement, and each other agreement entered into in favor of the Collateral Trustee for the purpose of securing any Initial Other First Lien Obligations.
Initial Other First Lien Agreement means the Indenture.
Initial Other First Lien Documents means the Initial Other First Lien Agreement, the Initial Other Collateral Agreement and any security documents and other operative agreements evidencing or governing the indebtedness and other obligations thereunder, and the liens securing such indebtedness and other obligations, including any agreement entered into for the purpose of securing the Initial Other First Lien Obligations.
Initial Other First Lien Obligations means the Other First Lien Obligations pursuant to the Initial Other First Lien Documents.
Initial Other First Lien Secured Parties means the holders of any Initial Other First Lien Obligations and the Initial Other Authorized Representative.
Insolvency or Liquidation Proceeding means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Loan Party, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Loan Party or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of any Loan Party whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Loan Party.
Intervening Creditor shall have the meaning assigned to such term in Section 2.01(b).
Joinder Agreement means the document substantially in the form of Exhibit A to this Agreement required to be delivered by an Authorized Representative to the Collateral Trustee and each Authorized Representative pursuant to Section 5.14 of this Agreement in order to create an additional Series of Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations and add Other First Lien Secured Parties hereunder.
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Lien shall mean any mortgage, pledge, security interest, hypothecation, assignment, lien (statutory or other) or similar encumbrance (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).
Major Non-Controlling Authorized Representative means, with respect to any Shared Collateral, the Authorized Representative of the Series of Other First Lien Obligations that constitutes the largest outstanding principal amount (including contingent reimbursement agreements in respect of letters of credit) of any then outstanding Series of First Lien Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding Series of Other First Lien Obligations which have an equal outstanding principal amount, the Series of Other First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition and if such Series of other First Lien Obligations have the same existing principal amount and same maturity date, the Major Non-Controlling Authorized Representative shall be determined by vote of the holders of such Series of Other First Lien Obligations constituting a majority of the amount of such Series of Other First Lien Obligations.
New York UCC shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.
Non-Controlling Authorized Representative means, with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative with respect to such Shared Collateral at such time.
Non-Controlling Authorized Representative Enforcement Date means, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180-day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) the Collateral Trustees and each other Authorized Representatives receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable First Lien Document; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (A) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (B) at any time the Grantor that has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.
Non-Controlling Secured Parties means, with respect to any Shared Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral.
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Notes Collateral Agreement shall have the meaning assigned to such term in the recitals to this Agreement.
Other First Lien Agreement means any indenture, including the Initial Other First Lien Agreement and/or credit agreement (excluding the Credit Agreement) or other agreement, document or instrument, pursuant to which any Grantor has or will incur Other First Lien Obligations; provided that, in each case, the indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14.
Other First Lien Documents means, with respect to the Initial Other First Lien Obligations or any other Series of Other First Lien Obligations, the Other First Lien Agreements and the Other First Lien Security Documents (including the Initial Other First Lien Documents) and each other agreement entered into for the purpose of securing the Initial Other First Lien Obligations or any other Series of Other First Lien Obligations; provided that, in each case, the indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to Section 5.14 hereto.
Other First Lien Obligations means all amounts owing to any Other First Lien Secured Party (including the Initial Other First Lien Secured Party) pursuant to the terms of any Other First Lien Agreement (including the Initial Other First Lien Agreement), including, without limitation, all amounts in respect of any principal, premium, interest (including any interest and fees accruing subsequent to the commencement of a Bankruptcy Case (or that would accrue but for the commencement of such Bankruptcy Case) at the rate provided for in the respective Other First Lien Agreement, whether or not such interest or fees are allowed claims under any such proceeding or under applicable state, federal or foreign law), penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities, obligations under Swap Contracts or Cash Management Agreements to the extent secured under Other First Lien Security Documents with any Other First Lien Secured Party or affiliate thereof (or a person that was an Other First Lien Secured Party or affiliate thereof at the time the applicable Other First Lien Obligations were entered into), reimbursement obligations in respect of letters of credit issued and subject to Other First Lien Documents whether drawn or undrawn and guarantees of the foregoing amounts and including, without limitation, the Obligations as defined in the Other First Lien Security Documents; provided that the aggregate principal amount of Other First Lien Obligations in excess of the amount of indebtedness permitted to be secured on a pari passu basis with the PP&E Credit Agreement Secured Obligations pursuant to the Credit Agreement and any fees, interest and expenses related to such excess amount pursuant to the applicable Other First Lien Agreement (such excess amount together with the related fees, interest and expenses, the Excess Other First Lien Obligations ) shall not constitute Other First Lien Obligations or First Lien Obligations for purposes of this Agreement.
Other First Lien Secured Party means the holders of any Other First Lien Obligations and any Authorized Representative with respect thereto and shall include the Initial Other First Lien Secured Parties.
Other First Lien Security Documents means any security agreement, mortgage, pledge or any other document now existing or entered into after the date hereof that creates Liens on any assets or properties of any Grantor to secure the Other First Lien Obligations.
Permitted Credit Agreement Pari Passu Indebtedness means any Permitted First Priority Refinancing Indebtedness and any Incremental Equivalent Debt, or any Permitted Refinancing of the foregoing (as each term is defined in the Credit Agreement) secured by Liens on Shared Collateral
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that are pari passu (but without regard to control of remedies) with the Liens on such Shared Collateral securing the PP&E Credit Agreement Secured Obligations and permitted to be incurred under Section 6.02 of the Credit Agreement.
Person means any natural person, corporation, limited liability company, limited partnership, general partnership, limited liability partnership, joint venture, trust, land trust, business trust, or other organization, irrespective of whether such organization is a legal entity, and shall include a government and any agency or political subdivision thereof.
Possessory Collateral means any Shared Collateral in the possession of the Collateral Trustee (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Trustee under the terms of the First Lien Security Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meaning assigned to them in the New York UCC.
PP&E Credit Agreement Secured Obligations has the meaning set forth in the Collateral Agreement.
PP&E Credit Agreement Secured Parties has the meaning set forth in the Collateral Agreement.
Proceeds shall have the meaning assigned to such term in Section 2.01(a).
Refinance means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter into alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. Refinanced and Refinancing have correlative meanings.
Responsible Officer shall mean the chief executive officer of Borrower, the president of Borrower (if not the chief executive officer), any senior or executive vice president of Borrower, or the chief financial officer or treasurer of Borrower.
Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Borrower or any other Grantor to the extent the same constitute Excluded Assets under (and as defined in) any First Lien Security Documents or are similarly carved out from the granting clause or the collateral thereunder.
Sale Proceeds means (i) the proceeds from the sale of the Borrower or one or more of the Grantors as a going concern or from the sale of the Restricted Assets as a going concern, (ii) the proceeds from another sale or disposition of (x) any assets of the Grantors that include any Restricted Assets or (y) any assets of the Grantors that benefit from any Restricted Assets or (iii) any other economic value (whether in the form of cash or otherwise) received or distributed that is associated with the Restricted Assets.
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Secured Loan Documents means (i) the Credit Agreement Loan Documents, (ii) the Initial Other First Lien Documents and (iii) the Other First Lien Documents.
Secured Parties means collectively, the PP&E Credit Agreement Secured Parties, the Initial Other Secured Parties and the Other First Lien Secured Parties.
Senior Facilities means the Credit Agreement and any indenture, credit agreement or other governing agreement with respect to any Additional Senior Class Debt.
Series means (i) with respect to the First Lien Secured Parties, each of (A) the PP&E Credit Agreement Secured Parties (in their capacities as such), (B) the Initial Other First Lien Secured Parties (in their capacities as such), and (C) the Other First Lien Secured Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First Lien Secured Parties) and (ii) with respect to any First Lien Obligations, each of (A) the PP&E Credit Agreement Secured Obligations, (B) the Initial Other First Lien Obligations and (C) the Other First Lien Obligations incurred pursuant to any Other First Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First Lien Obligations).
Shared Collateral means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Authorized Representatives or the Collateral Trustee on behalf of such holders) hold, or purport to hold, a valid security interest or Lien at such time. If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First Lien Obligations hold, or purport to hold, a valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of First Lien Obligations that hold a valid security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have, or purport to have, a valid security interest or Lien in such Collateral at such time.
Subsidiary shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time. Unless otherwise qualified, all references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.
Swap Contract shall mean any agreement entered into in the ordinary course of business (as a bona fide hedge and not for speculative purposes) (including any master agreement and any schedule or agreement, whether or not in writing, relating to any single transaction) that is an interest rate swap agreement, basis swap, forward rate option, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange agreement, rate cap, collar or floor agreement, currency swap agreement, cross-currency rate swap agreement, swap option, currency option or any other similar agreement (including any option to enter into any of the foregoing) and is designed to protect the Borrower or any of its subsidiaries against fluctuations in interest rates, currency exchange rates, commodity prices, or similar risks.
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Tranche C Term Administrative Agent shall have the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor tranche C term administrative agent as provided in Article VIII of the Credit Agreement.
ARTICLE II
PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL
SECTION 2.01 Priority of Claims.
(a) Anything contained herein or in any of the Secured Loan Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Collateral Trustee is taking action to enforce rights in respect of any Shared Collateral, Restricted Assets or Sale Proceeds or any distribution is made in respect of any Shared Collateral, Restricted Assets or Sale Proceeds in any Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, Restricted Assets or Sale Proceeds the proceeds of any sale, collection or other liquidation of any such Shared Collateral, Restricted Assets or Sale Proceeds by any First Lien Secured Party or received by the Collateral Trustee or any First Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared Collateral, Restricted Assets or Sale Proceeds and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as Proceeds ), subject to the ABL Intercreditor Agreement if then in effect, shall be applied by the Collateral Trustee in the following order:
(i) FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Trustee (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Secured Loan Documents or any of the First Lien Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Secured Loan Documents;
(ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to the payment in full of the First Lien Obligations of each Series secured by such Shared Collateral (the amounts so applied to be distributed among the First Lien Secured Parties pro rata in accordance with the respective principal amounts of such First Lien Obligations owed to them on the date of any such distribution and in accordance with the terms of the applicable Secured Loan Documents); and
(iii) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns, or to whomever may be lawfully entitled thereto.
If, despite the provisions of this Section 2.01(a), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien
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Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for the benefit of all First Lien Secured Parties for distribution in accordance with this Section 2.01(a).
(b) Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an Intervening Creditor ), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists.
(c) It is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Loan Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series.
(d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Loan Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b) and Section 2.01(b)), (i) each First Lien Secured Party hereby agrees that the Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared Collateral shall be shared among the First Lien Secured Parties as provided herein, regardless of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien Obligations, granted on the Shared Collateral.
SECTION 2.02 Actions with Respect to Shared Collateral, Restricted Assets or Sale Proceeds; Prohibition on Contesting Liens.
(a) With respect to any Shared Collateral, Restricted Assets or Sale Proceeds, (i) notwithstanding Section 2.01, only the Collateral Trustee shall act or refrain from acting with respect to Shared Collateral, Restricted Assets or Sale Proceeds (including with respect to any intercreditor agreement with respect to any Shared Collateral, Restricted Assets or Sale Proceeds), and then only on the instructions of the Applicable Authorized Representative and (ii) no Other First Lien Secured Party shall or shall instruct the Collateral Trustee to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral, Restricted Assets or Sale Proceeds (including with respect to any intercreditor agreement with respect to Shared Collateral, Restricted Assets or Sale Proceeds), whether under any Other First Lien Security Document, applicable law or otherwise, it being agreed that only the Collateral Trustee, acting on the instructions of the Applicable Authorized Representative in accordance with the applicable First Lien Security Documents, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time.
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(b) [Reserved].
(c) Notwithstanding the equal priority of the Liens securing each Series of First Lien Obligations, the Collateral Trustee (acting on the instructions of the Applicable Authorized Representative) may deal with the Shared Collateral, Restricted Assets or Sale Proceeds as if the Collateral Trustee had a senior and exclusive Lien on such Shared Collateral, Restricted Assets or Sale Proceeds. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Trustee, the Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the Collateral Trustee, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral or to cause the Collateral Trustee to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, the Collateral Trustee or any Authorized Representative with respect to any Collateral not constituting Shared Collateral, Restricted Assets or Sale Proceeds.
(d) Each of the First Lien Secured Parties agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (A) the rights of any of the Collateral Trustee or any First Lien Secured Party to enforce this Agreement or (B) the rights of any First Lien Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting to secure First Lien Obligations constituting unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code.
SECTION 2.03 No Interference; Payment Over; Exculpatory Provisions.
(a) Except, in each case, with respect to any Excess Other First Lien Obligations or any First Lien Security Document or Lien securing the Excess Other First Lien Obligations, to the extent of such Excess Other First Lien Obligations, each First Lien Secured Party agrees that (i) it will not challenge or question or support any other Person in challenging or questioning, in any proceeding the validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement (including in any Insolvency or Liquidation Proceeding); provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Trustee, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Collateral Trustee or any other First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Collateral Trustee or any other First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Collateral Trustee or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or
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any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Trustee or any other First Lien Secured Party to enforce this Agreement.
(b) Each First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Collateral Trustee for such Shared Collateral, to be distributed by the Collateral Trustee in accordance with the provisions of Section 2.01(a) hereof; provided, however, that the foregoing shall not apply to any Shared Collateral purchased by any First Lien Secured Party for cash pursuant to any exercise of remedies permitted hereunder.
(c) None of the Collateral Trustee, any Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Collateral Trustee, such Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement.
SECTION 2.04 Automatic Release of Liens.
(a) If, at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement of Liens on the Shared Collateral by the Collateral Trustee in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Collateral Trustee for the benefit of each Series of First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged upon final conclusion of foreclosure proceeding; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.
(b) The Collateral Trustee and each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Collateral Trustee to evidence and confirm any release of Shared Collateral (or any guaranty) provided for in this Section.
SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.
(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding by or against Borrower or any other Grantor or any of their subsidiaries.
(b) If any Grantor shall become subject to a case (a Bankruptcy Case ) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing ( DIP Financing ) to be provided by one or more lenders (the DIP Lenders ) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each First Lien
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Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same ( DIP Financing Liens ) or to any use of cash collateral that constitutes Shared Collateral, unless the Applicable Authorized Representative or any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First Lien Secured Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis the First Lien Secured Parties as set forth in this Agreement (other than any Liens of the First Priority Secured Parties constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection with respect to the First Lien Obligations subject hereto, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01(a) of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right to object to (x) the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral and (y) any aspect of a DIP Financing relating to any provision or content of a plan of reorganization or any similar dispositive restructuring plan other than to the extent such provision or content provides for payment of the DIP Financing in full; and provided further that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral; and provided further that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties in connection with a DIP Financing or use of cash collateral.
SECTION 2.06 Reinstatement. In the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash.
SECTION 2.07 Insurance. As between the First Lien Secured Parties, the Collateral Trustee (acting at the direction of the Applicable Authorized Representative), shall have the right (but no obligation) to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.
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SECTION 2.08 Refinancings. The First Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Loan Document) of any First Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.
SECTION 2.09 Collateral Trustee as Gratuitous Bailee for Perfection.
(a) The Possessory Collateral shall be delivered to the Collateral Trustee and the Collateral Trustee agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Collateral Trustee for loss or damage suffered by the Collateral Trustee as a result of such transfer except for loss or damage suffered by the Collateral Trustee as a result of its own willful misconduct or gross negligence.
(b) The Collateral Trustee agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other First Lien Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09.
(c) The duties or responsibilities of the Collateral Trustee under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured Parties therein.
(d) The Collateral Trustee shall not have any obligation whatsoever to any First Lien Secured Party to ensure that the Possessory Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.09. The duties or responsibilities of the Collateral Trustee under this Section 2.09 shall be limited solely to holding any Possessory Collateral constituting Shared Collateral or any other Shared Collateral in its possession or control as gratuitous bailee in accordance with this Section 2.09 and delivering the Possessory Collateral constituting Shared Collateral as provided herein.
(e) None of the Collateral Trustee or any of the First Lien Secured Parties shall have by reason of the Secured Loan Documents, this Agreement or any other document a fiduciary relationship with respect to any other First Lien Secured Party, and the Collateral Trustee and each First Lien Secured Party hereby waives and releases the Collateral Trustee and First Lien Secured Parties from all claims and liabilities arising pursuant to the Collateral Trustees role under this Section 2.09 as gratuitous bailee with respect to the Possessory Collateral constituting Shared Collateral or any other Shared Collateral in its possession or control.
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SECTION 2.10 Amendments to First Lien Security Documents.
(a) Each First Lien Secured Party agrees that the Collateral Trustee may enter into any amendment (and, upon request by the Collateral Trustee, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document (including, without limitation, to release Liens securing any Series of First Lien Obligations) so long as such amendment, subject to clause (b) below, is not prohibited by the terms of each then extant First Lien Document. Additionally, each First Lien Secured Party agrees that the Collateral Trustee may enter into any amendment (and, upon request by the Collateral Trustee, each Authorized Representative shall sign a consent to such amendment) to any First Lien Security Document solely as such First Lien Security Document relates to a particular Series of First Lien Obligations (including, without limitation, to release Liens securing such Series of First Lien Obligations) so long as (x) such amendment is in accordance with the First Lien Document pursuant to which such Series of First Lien Obligations was incurred and (y) such amendment does not adversely affect the First Lien Secured Parties of any other Series.
(b) In determining whether an amendment to any First Lien Security Document is permitted by this Section 2.10, the Collateral Trustee may conclusively rely on an officers certificate of the Borrower stating that such amendment is permitted by this Section 2.10.
ARTICLE III
EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS
Whenever the Collateral Trustee or any Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that if an Authorized Representative shall fail or refuse reasonably promptly to provide the requested information, the Collateral Trustee or Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. The Collateral Trustee and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured Party or any other person as a result of such determination.
ARTICLE IV
THE COLLATERAL TRUSTEE
SECTION 4.01 Appointment and Authority.
(a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on the Collateral Trustee to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct the Collateral Trustee, except that the Collateral Trustee shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01 hereof.
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(b) Each of the First Lien Secured Parties hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Collateral Trustee hereunder and under each of the other First Lien Security Documents and authorizes the Collateral Trustee to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Trustee by the terms hereof or thereof, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any Grantor to secure any of the First Lien Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Trustee and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Trustee pursuant to Section 5.03 of the Collateral Trust Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder at the direction of the Applicable Authorized Representative), shall be entitled to the benefits of all provisions of this Article IV and Section 5 of the Collateral Trust Agreement and the equivalent provision of any Other First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Trustee under the First Lien Security Documents) as if set forth in full herein with respect thereto.
(c) Each Non-Controlling Secured Party acknowledges and agrees that the Collateral Trustee shall be entitled, for the benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights to which Non-Controlling Secured Parties would otherwise be entitled as a result of holding any First Lien Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Collateral Trustee, the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Collateral Trustee or the Authorized Representative of any other Series of First Lien Obligations or any other First Lien Secured Party of any other Series arising out of (i) any actions which the Collateral Trustee, any Authorized Representative or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by the Borrower or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Collateral Trustee shall not accept any Shared Collateral in full or partial satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First Lien Obligations for whom such Collateral constitutes Shared Collateral.
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SECTION 4.02 Rights as a First Lien Secured Party.
The Person serving as the Collateral Trustee hereunder shall have the same rights and powers in its capacity as a First Lien Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured Party of such Series and may exercise the same as though it were not the Collateral Trustee and the term First Lien Secured Party or First Lien Secured Parties or (as applicable) PP&E Credit Agreement Secured Party, PP&E Credit Agreement Secured Parties, Other First Lien Secured Party or Other First Lien Secured Parties shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Collateral Trustee hereunder in its individual capacity. Such Person and its affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary of the Borrower or other affiliate thereof as if such Person were not the Collateral Trustee hereunder and without any duty to account therefor to any other First Lien Secured Party.
SECTION 4.03 Non-Reliance on Collateral Trustee and Other First Lien Secured Parties.
Each First Lien Secured Party, other than the Initial Other Authorized Representative, acknowledges that it has, independently and without reliance upon the Collateral Trustee, any Authorized Representative or any other First Lien Secured Party or any of their affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Secured Loan Documents. Each First Lien Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Trustee, any Authorized Representative or any other First Lien Secured Party or any of their affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Loan Document or any related agreement or any document furnished hereunder or thereunder.
SECTION 4.04 Collateral and Guaranty Matters. Each of the First Lien Secured Parties irrevocably authorizes the Collateral Trustee, at its option and in its discretion,
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(a) to release any Lien on any property granted to or held by the Collateral Trustee under any First Lien Security Document in accordance with Section 2.04 of this Agreement or upon receipt of a written request from the Borrower stating that the release of such Lien is not prohibited by the terms of each then extant Secured Loan Document; and
(b) to release any Grantor from its obligations under the First Lien Security Documents upon receipt of a written request from the Borrower stating that such release is not prohibited by the terms of each then extant Secured Loan Document.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(a) if to the Tranche C Term Administrative Agent, to it at:
Credit Suisse AG
Eleven Madison Avenue, 23rd Floor
New York, NY 10010
Attention: Loan Operations Agency Manager
Phone: 919-994-6369
Fax No.: 212-322-2291
Email: agency.loanops@credit-suisse.com
(b) if to the Collateral Trustee, to it at:
Citibank, N.A.
1615 Brett Road, OPS III, New Castle, DE 19720
Attention: Loan and Agency Team
Telephone: 302-894-6010
Fax No.: 212- 994-0961
Email: GLAgentOfficeOps@citi.com
(c) if to the Initial Other Authorized Representative, to it at:
Wilmington Trust, National Association
Global Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, Minnesota 55402
Attention: Federal-Mogul Notes Administrator
Telephone: 612-217-5632
Fax No.: 612-217-5651
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(d) if to the Borrower or any other Grantor, to the Borrower at:
Federal-Mogul LLC
27300 West Eleven Mile Road
Southfield, Michigan 48034
Attention: James C. Zabriskie
Telephone: 248-354-8673
Fax No.: 248- 354-7727
E-mail: jim.zabriskie@federalmogul.com
(e) if to any other Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.
Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among the Collateral Trustee and each Authorized Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.
SECTION 5.02 Waivers; Amendment; Joinder Agreements.
(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and the Collateral Trustee (other than any Authorized Representative with respect to any Discharged Series of First Lien Obligations) (and with respect to any such termination, waiver, amendment or modification to Section 2.10 or which otherwise by the terms of this Agreement requires the Borrowers consent or which increases the obligations or reduces the rights of the Borrower or any other Grantor, with the consent of the Borrower).
(c) Notwithstanding the foregoing, without the consent of any First Lien Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.14 of this Agreement and upon such execution and delivery,
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such Authorized Representative and the Other First Lien Secured Parties and Other First Lien Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the Other First Lien Security Documents applicable thereto.
(d) Notwithstanding the foregoing, without the consent of any other Authorized Representative or First Lien Secured Party, the Collateral Trustee may effect amendments and modifications to this Agreement to the extent necessary or advisable to reflect any incurrence of any Other First Lien Obligations in compliance with the Credit Agreement and the other Secured Loan Documents.
SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.
SECTION 5.04 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.
SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 5.07 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPALS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
SECTION 5.08 Submission to Jurisdiction; Waivers. The Collateral Trustee and each Authorized Representative, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien Security Documents, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the state and federal courts located in New York County and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
22
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01;
(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect service of process in any other manner permitted by law or shall limit the right of any party hereto (or any First Lien Secured Party) to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover against any other First Lien Secured Party in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.
SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.09.
SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the other Secured Loan Documents or First Lien Security Documents, the provisions of this Agreement shall control. Notwithstanding anything herein to the contrary, the exercise of any right or remedy by any Authorized Representative or Collateral Trustee hereunder is subject to the provisions of the ABL Intercreditor Agreement. As between the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) on the one hand and the Secured Parties on the other, in the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Agreement, the terms of the ABL Intercreditor Agreement shall govern and control. Solely as among the Secured Parties, in the event of any conflict between this Agreement and the ABL Intercreditor Agreement, the terms of this Agreement shall govern and control provided that no Authorized Representative or Collateral Trustee shall be required to take any action that would violate the ABL Intercreditor Agreement if then in effect.
SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. None of the Borrower, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement and none of the Borrower or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05,
23
2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with their terms.
SECTION 5.13 Integration. This Agreement together with the other Secured Loan Documents and the First Lien Security Documents represents the entire agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any Grantor, the Tranche C Term Administrative Agent, any or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Loan Documents or the First Lien Security Documents.
SECTION 5.14 Other First Lien Obligations.
To the extent, but only to the extent not prohibited by the provisions of the Credit Agreement or the Other First Lien Documents, the Borrower may incur additional indebtedness after the date hereof that is secured on an equal and ratable basis with the liens securing the PP&E Credit Agreement Secured Obligations and the Other First Lien Obligations; provided, that, so long as the Discharge of PP&E Credit Agreement Secured Obligations has not occurred, such indebtedness qualifies as Permitted Credit Agreement Pari Passu Indebtedness (such indebtedness referred to as Additional Senior Class Debt ). Any such Additional Senior Class Debt may be secured by a Lien on a ratable basis, in each case under and pursuant to the Other First Lien Documents, if and subject to the condition that the Authorized Representative of any such Additional Senior Class Debt (an Additional Senior Class Debt Representative , respectively), acting on behalf of the holders of such Additional Senior Class Debt (such Additional Senior Class Debt Representative and holders in respect of any Additional Senior Class Debt being referred to as the Additional Senior Class Debt Parties ), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (iii) of the immediately succeeding paragraph.
In order for an Additional Senior Class Debt Representative to become a party to this Agreement,
(i) such Additional Senior Class Debt Representative shall have executed and delivered an instrument substantially in the form of Exhibit A (with such changes as may be reasonably approved by the Collateral Trustee and such Additional Senior Class Debt Representative) pursuant to which such Additional Senior Class Debt Representative becomes an Authorized Representative hereunder and the Additional Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative and the related Additional Senior Class Debt Parties become subject hereto and bound hereby;
(ii) the Borrower shall have (x) if requested by the Collateral Trustee, delivered to the Collateral Trustee true and complete copies of each of the Other First Lien Documents relating to such Additional Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower and (y) identified in a certificate of an authorized officer the obligations to be designated as Other First Lien Obligations and the initial aggregate principal amount or face amount thereof; and
(iii) the Other First-Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide that each Additional Senior Class Debt Party with respect to such Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Senior Class Debt.
24
For the avoidance of doubt, in the event any Additional Senior Class Debt is incurred under a then-existing Senior Facility (and the Additional Senior Class Debt Representative with respect to such Senior Facility is already party to this Agreement as an Authorized Representative), then such Additional Senior Class Debt Representative does not need to execute any of the Joinder Agreements referred to above and the certificate and documents referred to in Section 5.14(ii) above are not required to be delivered.
Upon the execution and delivery of a Joinder Agreement by an Additional Senior Class Debt Representative in accordance with this Section 5.14, each other Authorized Representative and the Collateral Trustee shall acknowledge such execution and delivery thereof, subject to the terms of this Section 5.14. The Collateral Trustee and each Authorized Representative agrees to enter into an instrument substantially in the form of Exhibit A hereto upon the request of the Borrower in connection with the incurrence of any Additional Senior Class Debt; provided, however, that the failure of the Collateral Trustee, Authorized Representative to so acknowledge or return shall not affect the status of such debt as Additional First Lien Debt if the other requirements of this Section 5.14 are satisfied.
SECTION 5.15 Agent Capacities. Except as expressly provided herein, Credit Suisse AG is acting in the capacity of an administrative agent solely for the PP&E Credit Agreement Secured Parties. Wilmington Trust, National Association is acting in the capacity of Trustee under the Indenture as authorized representative solely for the Initial Other Secured Parties and shall be entitled to all of the rights, privileges and immunities granted to the Trustee under the Indenture.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
CITIBANK, N.A., | ||||
as Collateral Trustee | ||||
By: |
/s/ David Smith |
|||
Name: | David Smith | |||
Title: | Vice President & Director |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||||
as Tranche C Term Administrative Agent and as Authorized Representative | ||||
By: |
/s/ Christopher Day |
|||
Name: | Christopher Day | |||
Title: | Authorized Signatory | |||
By: |
/s/ Karim Rahimtoola |
|||
Name: | Karim Rahimtoola | |||
Title: | Authorized Signatory |
WILMINGTON TRUST, NATIONAL ASSOCIATION , | ||||
as Initial Other Authorized Representative | ||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: | Jane Y. Schweiger | |||
Title: | Vice President |
CONSENT OF GRANTORS
Dated:
Reference is made to the Pari Passu Intercreditor Agreement, dated as of March 30 2017, among Credit Suisse AG, as 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 party thereto from time to time (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time, the Intercreditor Agreement ). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
Each Grantor has read the foregoing Intercreditor Agreement and consents thereto. Each Grantor agrees that it will not, and will cause each of its Subsidiaries that are Grantors to not, take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no First Lien Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each Grantor confirms that the foregoing Intercreditor Agreement is for the sole benefit of the First Lien Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein.
Notwithstanding anything to the contrary in the Intercreditor Agreement or provided herein, each party to the Intercreditor Agreement agrees that the Borrower and the other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of the Intercreditor Agreement except as set forth therein or to the extent their rights or obligations are adversely affected (in which case the Borrower shall have the right to consent to or approve any such amendment, modification or waiver).
Without limitation to the foregoing, each Grantor agrees to take, and to cause each other of its Subsidiaries that are Grantors to take, such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Collateral Trustee may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement.
This Consent shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict of law principals that would result in the application of any law other than the law of the State of New York. Notices delivered to the Grantors pursuant to this Consent shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement.
IN WITNESS HEREOF, this Consent is hereby executed by each of the Grantors as of the date first written above.
[ Signature Page Provided Separately ]
Exhibit A
to Intercreditor Agreement
[FORM OF] JOINDER NO. [ ] dated as of [ ], 20[ ] (the Joinder Agreement ) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of [ ], [ ], (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.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
B. As a condition to the ability of the Borrower to incur Other First Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Other First Lien Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 5.14 of the Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the Additional Senior Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.14 of the Intercreditor Agreement. The undersigned Additional Senior Class Debt Representative (the New Representative ) is executing this Joinder Agreement in accordance with the requirements of the Intercreditor Agreement and the First Lien Security Documents.
Accordingly, the New Representative agrees as follows:
SECTION 1. In accordance with Section 5.14 of the Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Additional Senior Class Debt becomes subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Other First Lien Secured Parties. Each reference to an Authorized Representative in the Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The New Representative represents and warrants to the Collateral Trustee, each Authorized Representative and the other First Lien Secured Parties, individually, that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as [agent] [trustee], (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors rights generally or by equitable principles relating to enforceability, and (c) the Other First Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representatives entry into this Joinder Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Other First Lien Secured Parties.
SECTION 3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when the Collateral Trustee shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.
SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.
SECTION 5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPALS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to them at their respective addresses set forth below their signatures hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the New Representative has duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.
[NAME OF NEW REPRESENTATIVE], as | ||
[ ] for the holders of [ ], | ||
By: |
|
|
Name: | ||
Title: | ||
Address for notices: | ||
attention of: | ||
Telecopy: |
Acknowledged by: | ||
CITIBANK, N.A., | ||
as Collateral Trustee | ||
By: |
|
|
Name: | ||
Title: | ||
CREDIT SUISSE, AG, CAYMAN ISLANDS BRANCH, | ||
as Tranche C Term Administrative Agent and an Authorized Representative | ||
By: |
|
|
Name: | ||
Title: | ||
By: |
|
|
Name: | ||
Title: | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as Initial Other Authorized Representative | ||
By: |
|
|
Name: | ||
Title: | ||
[OTHER AUTHORIZED REPRESENTATIVES AND COLLATERAL AGENTS], | ||
By: |
|
|
Name: | ||
Title: |
Exhibit 4.23
Execution Version
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
5.000% Senior Secured Notes due 2024
INDENTURE
Dated as of June 29, 2017
Table of Contents
Page | ||||||
ARTICLE 1 |
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|||||
DEFINITIONS AND INCORPORATION BY REFERENCE |
|
|||||
Section 1.01 |
Definitions | 1 | ||||
Section 1.02 |
Other Definitions | 40 | ||||
Section 1.03 |
Rules of Construction | 42 | ||||
Section 1.04 |
Limited Condition Acquisition | 42 | ||||
Section 1.05 |
Acts of Holders | 43 | ||||
ARTICLE 2 |
|
|||||
THE NOTES |
|
|||||
Section 2.01 |
Amount of Notes | 44 | ||||
Section 2.02 |
Form and Dating | 45 | ||||
Section 2.03 |
Execution and Authentication | 45 | ||||
Section 2.04 |
Paying Agent and Registrar | 45 | ||||
Section 2.05 |
Paying Agent to Hold Money | 46 | ||||
Section 2.06 |
Holder Lists | 46 | ||||
Section 2.07 |
Transfer and Exchange | 46 | ||||
Section 2.08 |
Replacement Notes | 47 | ||||
Section 2.09 |
Outstanding Notes | 47 | ||||
Section 2.10 |
Temporary Notes | 48 | ||||
Section 2.11 |
Cancellation | 48 | ||||
Section 2.12 |
Defaulted Interest | 48 | ||||
Section 2.13 |
Common Code, ISINs, etc. | 48 | ||||
Section 2.14 |
Calculation of Principal Amount of Notes | 48 | ||||
ARTICLE 3 |
|
|||||
REDEMPTION |
|
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Section 3.01 |
Redemption | 48 | ||||
Section 3.02 |
Applicability of Article | 49 | ||||
Section 3.03 |
Notices to Trustee | 49 | ||||
Section 3.04 |
Selection of Notes to Be Redeemed | 49 | ||||
Section 3.05 |
Notice of Redemption | 50 | ||||
Section 3.06 |
Effect of Notice of Redemption | 50 | ||||
Section 3.07 |
Deposit of Redemption Price | 51 | ||||
Section 3.08 |
Notes Redeemed in Part | 51 | ||||
ARTICLE 4 |
|
|||||
COVENANTS |
|
|||||
Section 4.01 |
Payment of Notes | 51 | ||||
Section 4.02 |
Reports and Other Information | 51 | ||||
Section 4.03 |
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock | 53 | ||||
Section 4.04 |
Limitation on Restricted Payments | 58 | ||||
Section 4.05 |
Dividend and Other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries | 66 | ||||
Section 4.06 |
Asset Sales | 68 | ||||
Section 4.07 |
Transactions with Affiliates | 70 | ||||
Section 4.08 |
Change of Control | 73 | ||||
Section 4.09 |
Compliance Certificate | 74 |
i
Table of Contents
(continued)
Page | ||||||
Section 4.10 |
Further Instruments and Acts | 75 | ||||
Section 4.11 |
Future Guarantors | 75 | ||||
Section 4.12 |
Liens | 75 | ||||
Section 4.13 |
Maintenance of Office or Agency | 75 | ||||
Section 4.14 |
Suspension of Certain Covenants | 76 | ||||
Section 4.15 |
Limitations on FinCo | 77 | ||||
Section 4.16 |
Additional Amounts | 77 | ||||
ARTICLE 5 |
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|||||
SUCCESSOR COMPANY |
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Section 5.01 |
Merger, Consolidation or Sale of All or Substantially All Assets | 79 | ||||
Section 5.02 |
Successor Corporation Substituted | 81 | ||||
ARTICLE 6 |
|
|||||
DEFAULTS AND REMEDIES |
|
|||||
Section 6.01 |
Events of Default | 81 | ||||
Section 6.02 |
Acceleration | 83 | ||||
Section 6.03 |
Other Remedies | 84 | ||||
Section 6.04 |
Waiver of Past Defaults | 84 | ||||
Section 6.05 |
Control by Majority | 84 | ||||
Section 6.06 |
Limitation on Suits | 85 | ||||
Section 6.07 |
Rights of the Holders to Receive Payment | 85 | ||||
Section 6.08 |
Collection Suit by Trustee | 85 | ||||
Section 6.09 |
Trustee May File Proofs of Claim | 85 | ||||
Section 6.10 |
Priorities | 85 | ||||
Section 6.11 |
Undertaking for Costs | 86 | ||||
Section 6.12 |
Waiver of Stay or Extension Laws | 86 | ||||
ARTICLE 7 |
|
|||||
TRUSTEE |
|
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Section 7.01 |
Duties of Trustee | 86 | ||||
Section 7.02 |
Rights of Trustee | 87 | ||||
Section 7.03 |
Individual Rights of Trustee | 88 | ||||
Section 7.04 |
Trustees Disclaimer | 88 | ||||
Section 7.05 |
Notice of Defaults | 89 | ||||
Section 7.06 |
Compensation and Indemnity | 89 | ||||
Section 7.07 |
Replacement of Trustee | 90 | ||||
Section 7.08 |
Successor Trustee by Merger | 90 | ||||
Section 7.09 |
Tax Payment and Tax Withholding Obligations | 90 | ||||
ARTICLE 8 |
|
|||||
DISCHARGE OF INDENTURE; DEFEASANCE |
|
|||||
Section 8.01 |
Discharge of Liability on Notes; Defeasance | 91 | ||||
Section 8.02 |
Conditions to Defeasance | 92 | ||||
Section 8.03 |
Application of Trust Money | 93 | ||||
Section 8.04 |
Repayment to Issuers | 93 | ||||
Section 8.05 |
Indemnity for Government Securities | 93 | ||||
Section 8.06 |
Reinstatement | 93 |
ii
Table of Contents
(continued)
Page | ||||||
ARTICLE 9 |
|
|||||
AMENDMENTS AND WAIVERS |
|
|||||
Section 9.01 |
Without Consent of the Holders | 93 | ||||
Section 9.02 |
With Consent of the Holders | 94 | ||||
Section 9.03 |
Revocation and Effect of Consents and Waivers | 95 | ||||
Section 9.04 |
Notation on or Exchange of Notes | 96 | ||||
Section 9.05 |
Trustee to Sign Amendments | 96 | ||||
Section 9.06 |
Additional Voting Terms; Calculation of Principal Amount | 96 | ||||
ARTICLE 10 |
|
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GUARANTEES |
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Section 10.01 |
Guarantees | 96 | ||||
Section 10.02 |
Limitation on Liability | 97 | ||||
Section 10.03 |
Releases | 98 | ||||
Section 10.04 |
Successors and Assigns | 98 | ||||
Section 10.05 |
No Waiver | 98 | ||||
Section 10.06 |
Modification | 98 | ||||
Section 10.07 |
Execution of Supplemental Indenture for Future Guarantors | 98 | ||||
Section 10.08 |
Non-Impairment | 99 | ||||
Section 10.09 |
Benefits Acknowledged | 99 | ||||
ARTICLE 11 |
|
|||||
PAYING AGENT AND REGISTRAR |
|
|||||
Section 11.01 |
Payment | 99 | ||||
Section 11.02 |
Indemnity | 100 | ||||
Section 11.03 |
General | 101 | ||||
Section 11.04 |
Change of Paying Agent or Registrar | 102 | ||||
Section 11.05 |
Compensation, Fees and Expenses | 103 | ||||
ARTICLE 12 |
|
|||||
COLLATERAL AND SECURITY |
|
|||||
Section 12.01 |
Security Interest | 103 | ||||
Section 12.02 |
Duties of Collateral Trustee and Trustee | 103 | ||||
Section 12.03 |
Release of Liens on Collateral | 104 | ||||
Section 12.04 |
Release of Liens in Respect of Notes | 105 | ||||
Section 12.05 |
Intercreditor Agreements | 105 | ||||
Section 12.06 |
Priority of Liens | 105 | ||||
Section 12.07 |
Creation and Perfection of Certain Security Interests After the Issue Date | 106 | ||||
Section 12.08 |
Parallel Debt | 106 | ||||
Section 12.09 |
Further Assurances | 107 | ||||
Section 12.10 |
Insurance | 108 | ||||
ARTICLE 13 |
|
|||||
MISCELLANEOUS |
|
|||||
Section 13.01 |
Notices | 108 | ||||
Section 13.02 |
Certificate and Opinion as to Conditions Precedent | 109 | ||||
Section 13.03 |
Statements Required in Certificate or Opinion | 109 |
iii
Table of Contents
(continued)
Page | ||||||
Section 13.04 |
When Notes Disregarded | 110 | ||||
Section 13.05 |
Rules by Trustee, Paying Agent and Registrar | 110 | ||||
Section 13.06 |
Legal Holidays | 110 | ||||
Section 13.07 |
GOVERNING LAW; WAIVER OF JURY TRIAL | 110 | ||||
Section 13.08 |
No Recourse Against Others | 110 | ||||
Section 13.09 |
Successors | 110 | ||||
Section 13.10 |
Multiple Originals | 111 | ||||
Section 13.11 |
Table of Contents; Headings | 111 | ||||
Section 13.12 |
Indenture Controls | 111 | ||||
Section 13.13 |
Severability | 111 | ||||
Section 13.14 |
Force Majeure | 111 | ||||
Section 13.15 |
USA PATRIOT Act | 111 | ||||
Section 13.16 |
No Adverse Interpretation of Other Agreements | 111 | ||||
Section 13.17 |
Acknowledgment and Consent to Bail-in of EEA Financial Institutions | 111 | ||||
Section 13.18 |
Data Protection | 112 |
iv
Appendix A | - | Provisions Relating to Original Notes and Additional Notes | ||
EXHIBIT INDEX | ||||
Exhibit A | - | Form of Note | ||
Exhibit B | - | Form of Transferee Letter of Representation | ||
Exhibit C | - | Form of Supplemental Indenture |
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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.
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) 350,000,000 aggregate principal amount of the Issuers 5.000% Senior Secured Notes due 2024 issued on the date hereof (the Original Notes ) and (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a) and (b) being referred to collectively as the Notes ). The Original Notes and any Additional Notes (as defined herein) shall constitute a single series hereunder. Subject to the conditions and compliance with the covenants set forth herein, the Issuers may issue an unlimited aggregate principal amount of Additional Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions .
ABL Agent means, individually, each of (i) with respect to the Initial ABL Facility, the Initial ABL Agent and (ii) with respect to any other ABL Loan Facility, (x) if such ABL Loan Facility provides for any agent, the agent thereunder, together with any successor thereto and (y) if such ABL Loan Facility does not provide for any agent thereunder, the ABL secured parties thereunder, together with any successor and assigns thereto.
ABL Intercreditor Agreement means that certain intercreditor agreement, dated as of April 15, 2014, by and among the ABL Agent, the PP&E Agents, the Collateral Trustee and the loan parties thereto, as amended, modified, restated, supplemented or replaced from time to time, to which the Trustee shall execute and deliver a joinder agreement on behalf of the holders of the Notes.
ABL Loan Documents means each ABL Loan Facility, the ABL Security Documents and any ABL Loan Facility intercreditor arrangement, and each other Loan Document as defined in any ABL Loan Facility (or any similar term as defined in any such agreement).
ABL Loan Facility means
(1) the Initial ABL Facility,
(2) any other credit agreement, loan agreement, note agreement, indenture or other agreement evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred to extend, replace or refinance in whole or in part the Initial ABL Facility, in each case in accordance with the terms of this Indenture, as amended, restated, supplemented or otherwise modified from time to time; and
any other credit agreement, loan agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit, in the case of clauses (2) and (3), that (a) is secured by the Collateral on a pari passu basis with the other Borrowing Base Priority Obligations (if any), (b) is designated as an ABL Loan Facility by the Company in a writing delivered to each ABL Agent and each PP&E Agent and which also contains a certification by the Company that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement.
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ABL Secured Party means, at any relevant time, the Holders of Borrowing Base Priority Obligations at that time, including, without limitation, the Collateral Trustee, the Initial ABL Agent, the Revolving Credit Lenders (as defined in the Secured Facilities), any ABL Agent, and any agent or trustee appointed for any of the foregoing pursuant to the applicable ABL Loan Documents.
ABL Security Documents means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any Borrowing Base Priority Obligations or under which rights or remedies with respect to such Liens are governed, including, without limitation, the Collateral Agreement, as any such agreement, document or instrument may be amended, restated, supplemented or otherwise modified from time to time.
Acquired Indebtedness means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other Person is consolidated, merged or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging or amalgamating with or into, or becoming a Restricted Subsidiary of, such specified Person, and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person; provided , that any Indebtedness of such Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Subsidiary of the specified Person will not be Acquired Indebtedness.
Additional Notes means additional Notes (other than the Original Notes) issued from time to time under the terms of this Indenture subsequent to the Issue Date.
Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, control (including, with correlative meanings, the terms controlling , controlled by and under common control with ), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
Applicable Notice of Event of Default means at any time a notice of event of default delivered by the Applicable Representative at such time.
Applicable Premium means, with respect to any Note on any redemption date, the greater of:
(1) 1.0% of the principal amount of such Note; and
(2) the excess, if any, of:
(a) the present value at such redemption date of (i) the redemption price of such Note at July 15, 2020, plus (ii) all required interest payments due on such Note through July 15, 2020 (excluding accrued but unpaid interest and Additional Amounts to the redemption date), computed using a discount rate equal to the Bund Rate as of such redemption date plus 50 basis points; over
(b) the then outstanding principal amount of such Note,
as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or an obligation of the Trustee.
Applicable Representatives means (i) with respect to the Borrowing Base Collateral and the Borrowing Base Priority Obligations, the Designated ABL Agent (subject to the ABL Intercreditor Agreement), (ii) with
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respect to the PP&E Collateral and the PP&E Priority Obligations, the Designated PP&E Agent (subject to the PP&E Pari Passu Intercreditor Agreement) and (iii) if the context shall so require, the collective reference to the Designated ABL Agent and the Designated PP&E Agent.
Asset Sale means:
(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a disposition ); or
(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.03 and directors qualifying shares and shares issued to foreign nationals as required under applicable law);
in each case, other than:
(a) any disposition of (i) Cash Equivalents (or other financial assets that were Cash Equivalents when the original Investment was made) or Investment Grade Securities, (ii) surplus, obsolete, used, damaged or worn out property or equipment in the ordinary course of business (whether now owned or hereafter acquired) or any disposition or consignment of equipment, inventory or goods (or other assets) held for sale, (iii) property no longer used or useful in the conduct of business of the Company and its Restricted Subsidiaries and (iv) property or equipment that is otherwise economically impracticable to maintain;
(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;
(c) the making of any payment or Investment that is permitted to be made, and is made, under Section 4.04 or the making of any Permitted Investment;
(d) any disposition of assets of the Company or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value not to exceed $50.0 million;
(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;
(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(g) (i) the sale, lease, assignment, sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) the termination of leases in the ordinary course of business;
(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;
(i) any disposition arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of the Company or any of the Restricted Subsidiaries or exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;
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(j) a sale or transfer of receivables, accounts receivable and related assets of the type specified in the definition of Receivables Facility (or a fractional undivided interest or participation therein) or pursuant to any similar arrangement;
(k) dispositions in connection with the granting of a Lien that is permitted under Section 4.12;
(l) the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted under Section 4.03;
(m) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture;
(n) any grant in the ordinary course of business of any license of patents, trademarks, know-how or any other intellectual property, including, but not limited to, grants of franchises or licenses, franchise or license master agreements and/or area development agreements;
(o) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;
(p) the sale, discount or forgiveness of accounts receivable or notes receivable in the ordinary course of business or in connection with the collection or compromise thereof or the conversion of accounts receivable to notes receivable;
(q) the abandonment of intellectual property rights in the ordinary course of business which in the reasonable good faith determination of the Company are uneconomical or not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole;
(r) termination of non-speculative Hedging Obligations;
(s) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind in the ordinary course of business;
(t) sales, transfers and other dispositions of Investments in joint ventures or any Subsidiary that is not a Wholly Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements;
(u) dispositions of real property and related assets in the ordinary course of business in connection with relocation activities for directors, officers, employees, members of management or consultants of any direct or indirect Parent Company, the Company or any Subsidiary;
(v) dispositions and/or terminations of leases, subleases, licenses or sublicenses, which (i) do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, or (ii) relate to closed facilities or the discontinuation of any product line;
(w) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations, permitted by this Indenture; and
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(x) the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture, which assets are not used or useful in the principal business of the Company and its Restricted Subsidiaries, or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Company to consummate any acquisition permitted under this Indenture.
Bank Products means any services or facilities on account of credit or debit cards, purchase cards, stored value cards or merchant services constituting a line of credit.
Bankruptcy Code means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.
Bankruptcy Law means the Bankruptcy Code and any similar federal, state or foreign law for relief of debtors.
Borrowing Base means, at the time of any determination, an amount equal to the sum, without duplication, of (a) 85% of the aggregate book value of accounts receivable of the Company and its Restricted Subsidiaries, plus (b) 65% of the aggregate book value of all inventory owned by the Company and its Restricted Subsidiaries, in each case, based on the most recent internal month-end financial statements available to the Company, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.
Borrowing Base Collateral means assets owned or acquired by the Company or any Guarantor consisting of any right to payment for goods sold in the ordinary course of business, regardless of how such right is evidenced and whether or not it has been earned by performance, any raw materials or film, packaging and/or shipping supplies or materials not otherwise directly used in the production of goods to be sold in the ordinary course of business, which are currently in the process of being manufactured, and goods to be sold in the ordinary course of business, in each case, including the proceeds thereof and excluding Excluded Assets.
Borrowing Base Priority Obligations means (a) all Obligations and all liabilities (contingent or otherwise) relating to the ABL Loan Facility under the ABL Loan Documents, including any and all amounts payable under the ABL Loan Documents with respect to the ABL Loan Facility, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding), (b) all Hedging Obligations and (c) all Cash Management Services.
Bund Rate means, with respect to a redemption date, the yield to maturity at the time of computation of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics that have become publicly available at least two Business Days prior to such redemption date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to July 15, 2020; provided, however, that if the period from the applicable redemption date to such date is not equal to the constant maturity of the direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of the Federal Republic of Germany for which such yields are given, except that if the period from the applicable redemption date to such date is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.
Business Day means each day which is not a Legal Holiday.
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Capital Markets Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC, or (c) a private placement to institutional investors. For the avoidance of doubt, the term Capital Markets Indebtedness does not include any Indebtedness under commercial bank facilities, Indebtedness incurred in connection with a Sale and Lease-Back Transaction, Indebtedness incurred in the ordinary course of business of the Issuers, Capitalized Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a securities offering.
Capital Stock means:
(1) in the case of a corporation, shares in the capital of such corporation;
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock;
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
Capitalized Lease Obligation means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.
Cash Equivalents means:
(1) U.S. dollars and Canadian dollars;
(2) (a) pounds sterling, euro, or any national currency of any participating member state of the EMU; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;
(3) securities issued or directly and unconditionally guaranteed or insured as to interest and principal by the U.S. government or any agency or instrumentality thereof, the obligations of which are backed by the full faith and credit of the U.S., in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;
(4) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers acceptances (or similar instruments) maturing within one year after such date, in each case with any bank or trust company organized under, or authorized to operate as a bank or trust company under, the laws of the U.S., any state thereof or the District of Columbia and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto;
(5) commercial paper maturing within 24 months from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P, at least P-2 from Moodys or at least F-2 from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency);
(6) marketable short-term money market and similar securities having a rating of at least A-2 from S&P, at least P-2 from Moodys or at least F-2 from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency) and in each case maturing within 24 months after the date of creation thereof and in a currency permitted under clause (1) or (2) above;
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(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moodys or S&P (or reasonably equivalent ratings of another internationally recognized rating agency) with maturities of 24 months or less from the date of acquisition;
(8) Indebtedness or Preferred Stock issued by Persons with a rating of A or higher from S&P, A2 or higher from Moodys or Baa1 or higher from Fitch (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition and in each case in a currency permitted under clause (1) or (2) above;
(9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof) or better by S&P, Aaa3 (or the equivalent thereof) or better by Moodys or A1 (or the equivalent thereof) or better by Fitch, and in each case in a currency permitted under clause (1) or (2) above;
(10) institutional money market funds registered under the Investment Company Act of 1940;
(11) in the case of any Foreign Subsidiaries, investments equivalent to those referred to in clauses (3) through (10) above denominated in foreign currencies customarily used by persons for cash management purposes in any jurisdiction outside the United States; and
(12) investment funds (including shares of any money market mutual fund) investing at least 90% of their assets in securities of the types described in clauses (1) through (11) above.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.
Cash Management Services means any of the following to the extent not constituting a line of credit: treasury, depositary and/or cash management services, including, without limitation, other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement services, ACH transactions, return items, interstate depository network services, foreign exchange facilities, travel and expense cards, corporate purchasing cards, car leasing programs, deposit and other accounts and merchant services (including, for the avoidance of doubt, all Cash Management Obligations as defined in the Senior Credit Facilities).
Change of Control means the occurrence of any of the following after the Issue Date:
(1) the sale, lease or transfer, in one or a series of related transactions (other than by way of merger or consolidation), of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than the Permitted Holder; or
(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person (other than one or more Permitted Holders) or (B) Persons (other than Permitted Holders) that are together (1) a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), or (2) are acting, for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), as a group, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of the total voting power of the Voting Stock of the Company or any of its
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direct or indirect parent companies that hold directly or indirectly an amount of Voting Stock of the Company such that the Company is a Subsidiary of such holding company; provided that so long as the Company is a Subsidiary of a Parent Company, no Person shall be deemed to be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of the Company unless such Person shall be or become a beneficial owner of 50% or more of the total voting power of the Voting Stock of such Parent Company.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Collateral means the Borrowing Base Collateral and the PP&E Collateral, in each case other than Excluded Assets.
Collateral Agreement means each of (i) the Amended and Restated Collateral Agreement dated as of April 15, 2014 by the Company and the Guarantors in favor of the Collateral Trustee in connection with the Credit Agreement, (ii) the Existing Notes Collateral Agreement and (iii) the Collateral Agreement to be entered into by the Company and the Guarantors in favor of the Collateral Trustee in connection with the Notes, in each case as amended, restated, supplemented or otherwise modified from time to time.
Collateral Trust Agreement means that certain Amended and Restated Collateral Trust Agreement dated as of April 15, 2014, by and among the Company, the Guarantors, the Collateral Trustee, each of Credit Suisse AG, Cayman Islands Branch, Citibank, N.A. and, via joinder, the Trustee, as First Priority Representatives (as therein defined), as amended, modified, restated, supplemented or replaced from time to time, to which the Existing Notes Trustee executed and delivered a joinder agreement and the Trustee under the Notes will execute and deliver a joinder agreement.
Collateral Trust Security Documents means, collectively, (i) the Collateral Agreement, the Collateral Trust Agreement, any foreign pledge agreements, any mortgages and all other security documents delivered to the Collateral Trustee granting a Lien on any property of any Person to secure the obligations and liabilities of the Company or any Guarantor under any secured instrument, (ii) each Deposit Account Control Agreement (as defined in the Collateral Agreement), (iii) each new security document delivered to the Collateral Trustee pursuant to the terms of the Collateral Trust Agreement and (iv) each supplemental agreement entered into pursuant to the terms of the Collateral Trust Agreement.
Common Depository means initially The Bank of New York Mellon, London Branch, until a successor Common Depository, if any, shall have become such pursuant to this Indenture, and thereafter Common Depository shall mean or include each Person who is then a Common Depository hereunder.
Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, (a) the total amount of depreciation and amortization expense, including without limitation the amortization of intangible assets (including amortization of deferred launch costs) and deferred financing fees, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and (b) the depreciation of assets of such Person and its subsidiaries acquired under Capital Leases, which is expensed in cost of goods sold and not included in depreciation and amortization under GAAP.
Consolidated Interest Expense means, with respect to any Person for any period, without duplication, the sum of:
(1) consolidated interest expense of such Person and its Restricted Subsidiaries paid or payable in respect of such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers acceptances, ancillary facilities or any similar facility or financing and hedging agreements, (c) non-cash interest payments (but excluding any interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease
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Obligations, and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) penalties and interest related to taxes, (ii) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees, (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility, (v) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization accounting or, if applicable, acquisition accounting and (vi) interest expense attributable to a Parent Company resulting from push-down accounting; plus
(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
(3) interest income of such Person and its Restricted Subsidiaries for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
Consolidated Net Income means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided , however , that, without duplication,
(1) any after-tax effect of extraordinary, non-recurring or unusual gains, income, losses, expenses or charges (including (x) costs of and payments of actual or prospective legal settlements, fines, judgments or orders and (y) gains, income, losses, expenses or charges arising from insurance claims and settlements), severance, relocation costs, integration costs, consolidation and costs related to the opening, closure, relocation and/or consolidation of facilities, signing, retention or completion costs and bonuses, recruiting costs, recruiting and hiring bonuses, transition costs, costs incurred in connection with acquisitions (whether or not consummated) after the Issue Date (including integration costs), consulting fees, legal fees and taxes related to issuances of significant options and curtailments or modifications to pension and post-retirement employee benefit plans and corporate reorganization shall be excluded;
(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles or policies during such period;
(3) any net after-tax gains, charges or losses with respect to disposed, abandoned, closed or discontinued operations (other than assets held for sale) and any accretion or accrual of discounted liabilities and on the disposal of disposed, abandoned and discontinued operations and facilities, plans or distribution centers that have been closed, or temporarily shut down or idled during such period, shall be excluded;
(4) any after-tax effect of gains, income, losses, expenses or charges (less all fees and expenses relating thereto) attributable to asset dispositions (including asset retirement costs) or returned surplus assets of any employee pension benefit plan other than in the ordinary course of business shall be excluded;
(5) the Net Income (or loss) for such period of any Person that is an Unrestricted Subsidiary, or solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Person that is not a Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments (including any ordinary course dividend, distribution or other payment) that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person;
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(6) solely for the purpose of determining the amount available for Restricted Payments under Section 4.04(a)(3)(A), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;
(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in the Persons consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, deferred rent, deferred trade incentives and other lease-related items and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization or write-off or removal of revenue otherwise recognizable on any amounts thereof, net of taxes, shall be excluded or added back in the case of lost revenue;
(8) any after-tax effect of income (loss) (less all fees and expenses or charges related thereto) from the early extinguishment or conversion of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing expenses written off and premiums paid) shall be excluded;
(9) any goodwill or other asset impairment charges, write-offs or write-downs or amortization of intangibles shall be excluded;
(10) any (i) non-cash compensation charge, cost, expense, accrual or reserve including any such charge, cost, expense, accrual or reserve arising from the grant of stock appreciation or similar rights, stock options, restricted stock or other equity incentive programs, (ii) charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or shareholder agreement or any distributor equity plan or agreement, including any fair value adjustments that may be required under liquidity puts for such arrangements, (iii) charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect Parent Company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Capital Stock) of the Company solely to the extent such amounts are funded with net cash proceeds contributed to such Person as a capital contribution or as a result of the sale of Capital Stock (other than Disqualified Capital Stock) of such Person, and (iv) charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, shall be excluded;
(11) (i) any fees, commissions and expenses incurred during such period, or any amortization or write-off thereof for such period in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and (ii) accruals and reserves that are established or adjusted within 12 months after the date of any acquisition or other similar Investment, in each case, in accordance with GAAP or as a result of the adoption or modification of accounting policies, shall be excluded;
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(12) any unrealized or realized net gain or loss resulting from currency translation or transaction gains or losses impacting net income (including currency remeasurements of Indebtedness) and any foreign currency translation or transaction gains or losses shall be excluded, including those resulting from intercompany Indebtedness;
(13) any unrealized net gains and losses resulting from Hedging Obligations in accordance with GAAP or any other derivative instrument pursuant to the application of Accounting Standards Codification Topic Number 815 Derivatives and Hedging shall be excluded;
(14) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a good faith determination that it expects to receive reimbursement within 365 days (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), (x) the amount of any fee, cost, expense or reserve with respect to liability or casualty events or business interruption shall be excluded, and (y) proceeds of such insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace shall be included; and
(15) to the extent actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance, fees, costs, expenses or reserves incurred to the extent covered by indemnification provisions in any agreement in connection with any sale of Capital Stock, acquisition, Permitted Investment, Restricted Payment, Asset Sale, disposition, recapitalization, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (in each case, including any such transaction consummated prior to the Issue Date) shall be excluded.
Notwithstanding the foregoing, for the purpose of Section 4.04 hereof only (other than clause (3)(D) of Section 4.04(a) hereof) there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(D) of Section 4.04(a) or clause (vii)(b) of Section 4.04(b).
Consolidated Secured Debt Ratio means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries that is secured by Liens as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries for the most recently ended four quarters for which financial statements are available, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio .
Consolidated Total Assets means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption total assets (or like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such date.
Consolidated Total Indebtedness means, as to any Person as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Stock of such Person and all Preferred Stock of its Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in accordance with GAAP, less unrestricted cash and Cash Equivalents included on the consolidated balance sheet of such Person and any Restricted Subsidiaries as of such date. For purposes hereof, the maximum fixed repurchase price of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated
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Total Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.
Consolidated Total Leverage Ratio means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of determination to (2) EBITDA of such Person and its Restricted Subsidiaries, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio .
Contingent Obligations means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ( primary obligations ) of any other Person (the primary obligor ) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds:
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
Corporate Trust Office means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this instrument is located at One Canada Square, London E14 5AL, United Kingdom, Attention: Corporate Trust Division - Corporate Finance Unit, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).
Corresponding Debt means any amount which an Issuer owes to a Holder under or in connection with the Indenture and the Notes pursuant thereto.
Credit Agreement means that certain Term Loan and Revolving Credit Agreement, dated as of April 15, 2014 among Federal-Mogul Holdings Corporation, the lenders from time to time party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility thereunder, and Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility thereunder.
Credit Facilities means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, restructurings, renewals, restatements, amendments, replacements and restatements, or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that refinance any part of the loans, notes or other securities, other credit facilities or commitments thereunder, including any such refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase in borrowings is permitted under Section 4.03 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
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Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Depository means any of Euroclear or Clearstream and their respective nominees and successors, acting through itself or the Common Depository.
Designated ABL Agent means the Initial ABL Agent or its successor designated as Designated ABL Agent in accordance with the terms of the ABL Intercreditor Agreement.
Designated Non-cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale, redemption, repurchase of, or collection or payment on, such Designated Non-cash Consideration.
Designated PP&E Agent means the Initial PP&E Agent or its successor designated as Designated PP&E Agent in accordance with the terms of the ABL Intercreditor Agreement.
Designated Preferred Stock means Preferred Stock of the Company, any Restricted Subsidiary or any direct or indirect Parent Company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.04(a).
Disqualified Stock means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise or is redeemable at the option of the Holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided , however , that if such Capital Stock is issued to any current or former employee or to any plan for the benefit of employees, directors, officers, members of management or consultants of the Company or its Subsidiaries or by any such plan to such employees, directors, officers, members or management or consultants, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employees, directors, officers, management members or consultants termination, death or disability.
Domestic Subsidiary means a Subsidiary incorporated or organized under the laws of any jurisdiction of the United States of America.
Dutch Deed of Pledge means a deed of pledge of membership rights of Federal-Mogul LLC held in Coöperatief Federal-Mogul Dutch Investments B.A., including but not limited to rights in respect of the membership account, any distribution, capital repayment or any other amount payable in relation to it, executed before a Dutch civil law notary on or about the date hereof.
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EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:
(1) increased (without duplication) by:
(a) provision for taxes based on income or profits or capital (including pursuant to any tax sharing arrangements), including, without limitation, federal, state, local, provincial, foreign, excise, franchise, property and similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes (including, in each case, any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to such taxes or arising from tax examinations) of or with respect to such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(b) Fixed Charges of such Person for such period plus bank fees and costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (i), (ii), (iii), (iv) and (v) in the definition thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income plus commissions, discounts and other fees and charges owed with respect to letters of credit, bankers acceptance or any similar facilities or financing and Hedging Obligations; plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same was deducted (and not added back) in computing Consolidated Net Income; plus
(d) (i) Refinancing Expenses, (ii) transaction fees, costs and expenses (including rationalization, legal, tax and structuring fees, costs and expenses) incurred in connection with the consummation of any transaction (or any transaction proposed and not consummated) permitted under this Indenture, including any Equity Offering, Permitted Investment, Restricted Payments, acquisitions, dispositions, recapitalizations, mergers, consolidations or amalgamations, option buyouts or incurrences, repayments, refinancings, amendments or modifications of Indebtedness (including any amortization or write-off of debt issuance or deferred financings costs, premiums and prepayment penalties) or similar transactions) or any Qualifying IPO, including (x) such fees, expenses or charges related to the offering of the Notes, the Existing Notes, the Senior Credit Facilities and any Receivables Facility or the repayment of the Senior Credit Facilities, (y) any amendment or other modification of the Notes, the Senior Credit Facility and any Receivables Facility and (z) commissions, discounts, yield and other fees and charges (including any interest expense related to any Receivables Facility), and (iii) costs associated with, or in anticipation of, our preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
(e) the amount of any costs, charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings (including sourcing), operating expense reductions, operating improvements, product margin synergies and product cost and other synergies and similar initiatives, integration, transition, reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, restructuring costs (including those related to tax restructurings), charges, accruals, reserves or expenses attributable to the undertaking and/or implementation of cost savings initiatives, operating expense reductions, business optimization and other restructuring costs, charges, accruals, reserves and expenses (including, without limitation, inventory and business optimization programs, the opening and pre-opening, closure, relocation and/or consolidation of facilities and locations, unused warehouse space costs, costs related to entry into new markets, unused warehouse space costs, and consulting and other professional fees, signing or retention costs, retention or completion charges or bonuses, relocation expenses, recruitment expenses (including headhunter fees and relocation expenses) severance payments, earnout payments, curtailments and modifications to or losses on settlement of pension and post-retirement employee benefit plans, excess pension charges, contract termination costs, future lease commitments, system establishment costs and implementation costs and project startup costs and expenses attributable to the implementation of cost savings initiatives and professional and consulting fees incurred in connection with any of the foregoing); plus
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(f) any other non-cash charges or losses, including (i) any write offs or write downs, (ii) the vesting of warrants and stock options and other equity based awards compensation, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write off related to, intangible assets, long-lived assets and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method (other than to the extent funded with cash) and (v) other non-cash charges, non-cash expenses or non-cash losses reducing Consolidated Net Income for such period ( provided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, (A) the Company may determine not to add back such non-cash charge, loss or expense in the current period or (B) to the extent the Company does decide to add back such non-cash charge, loss, or expense, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
(g) the amount of any minority and/or non-controlling interest expense consisting of Subsidiary income attributable to minority and/or non-controlling equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
(h) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to the Permitted Holder or other persons with a similar interest in the Company or its direct or indirect parent companies to the extent otherwise permitted under Section 4.07 and deducted (and not added back) in such period in computing Consolidated Net Income; plus
(i) expected run rate cost savings (including sourcing), operating expense reductions, other operating improvements and expense reductions and synergies projected by the Company in good faith to be realized as a result of any asset sale, merger or other business combination, acquisition, Investment, disposition or divestiture, operating improvement and expense reductions, restructurings, cost saving initiatives, any similar initiative and/or specified transaction taken or to be taken by the Company or any of its Restricted Subsidiaries (calculated on a pro forma basis as though such cost savings, operating improvements and expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating improvements and expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, expense reductions, operating improvements and synergies are projected by the Company in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after the end of such period (which adjustments may be incremental to pro forma adjustments made pursuant to the definition of Fixed Charge Coverage Ratio); plus
(j) the amount of loss or discount on sale of receivables and related assets in connection with a Receivables Facility; plus
(k) (i) any charges, costs, expenses, accruals or reserves incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment benefit, any stock subscription or shareholder agreement or any distributor equity plan or agreement, including, without limitation, any fair value adjustments that may be required under liquidity puts for such arrangements and amortization of unrecognized prior service costs, actuarial losses (including amortization of such amounts arising in prior periods), and any other items of a similar nature, (ii) any charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Capital Stock held by management of the Company, any direct or indirect Parent Company and/or any of its subsidiaries, in each case to the extent that such charges, costs, expenses, accruals or reserves are funded with cash proceeds contributed to the capital of the Company as a result of capital
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contribution or as a result of the sale or issuance of Capital Stock (other than Disqualified Stock) of the Company solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 4.04(a)(3) and (iii) any charges, costs, or expenses incurred in respect of bonus payments pursuant to employee incentive programs (including any bonus plans) that exceed 100% of the total amount projected for such payments, plus
(l) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus
(m) earn-out and contingent consideration obligations incurred or accrued in connection with any acquisition or other Permitted Investment and paid or accrued during such period and on similar acquisitions and Permitted Investments completed prior to the Issue Date, plus
(n) with respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses (a) to (c) above relating to such joint venture corresponding to such Persons and its Restricted Subsidiaries proportionate share of such joint ventures Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), plus
(o) at the option of the Company, (A) the excess of GAAP rent expense over actual cash rent paid, including the benefit of lease incentives (in the case of a charge) during such period due to the use of straight line rent or the application of fair value adjustments made as a result of recapitalization or purchase accounting, in each case, for GAAP purposes, (B) the non-cash amortization of tenant allowances and (C) the cash portion of sublease rentals received by such Person; provided that, in each case, if any such non-cash charge represents an accrual or reserve for potential cash items in any future period, such Person may determine not to add back such non-cash charge in the current period, plus
(p) the percentage ownership of any joint venture that is accounted for under the equity method attributable to the Company, plus
(q) the amount of travel expenses, payroll taxes, indemnification payments, directors fees and any other charges, costs, expenses, accruals or reserves incurred in connection with, or amounts payable to, any director of the board of the Company or its parent entities in connection with such director serving as a member of such board of directors and performing his or her duties in respect thereof, plus
(r) charges or expenses in connection with union contract renewals and related negotiations (including, without limitation, management travel expenses and legal and other third-party costs), plus
(s) internal software development and information technology costs that are expensed during the period but could have been capitalized in accordance with GAAP; and
(2) decreased (without duplication) by:
(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase EBITDA in such prior period, plus
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(b) any net income from disposed or discontinued operations; and
(3) increased or decreased by (without duplication), as applicable, any adjustments resulting from the application of ASC Topic Number 460 ( Guarantees ).
EMU means economic and monetary union as contemplated in the Treaty on European Union.
Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
(1) public offerings with respect to the Companys or any direct or indirect Parent Companys common stock registered on Form S-8;
(2) issuances to any Subsidiary of the Company; and
(3) any such public or private sale that constitutes an Excluded Contribution.
euro means the single currency of participating member states of the EMU.
Euro MTF means the Euro MTF Market of the Luxembourg Stock Exchange.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
Excluded Assets means:
(1) any contract, intangibles, as term is defined in Article 9 of the UCC and, in any event, including, without limitation, with respect to the Company and the Guarantors, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which the Company or such Guarantor is a party or under which the Company or such Guarantor has any right, title or interest or to which the Company or such Guarantor or any property of the Company or such Guarantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of the Company or such Guarantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such the Company and such Guarantor to damages arising thereunder and (iii) all rights of the Company and such Guarantor to perform and to exercise all remedies thereunder;
(2) any written agreement naming the Company or a Guarantor as licensor or licensee, granting any right under all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office and the rights to obtain all renewals thereof, in each case held by the Company and the Guarantors, and the grant of rights to manufacture, distribute, exploit and sell materials derived from any of the foregoing;
(3) all agreements, whether written or oral, providing for the grant by or to the Company or any Guarantor of any right to manufacture, use or sell any invention covered in whole or in part by letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, and all rights to obtain any reissues or extensions of the foregoing, in each case held by the Company or a Guarantor;
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(4) all agreements, whether written or oral, providing for the grant by or to the Company or a Guarantor of any right to use any trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, and the right to obtain all renewals thereof, in each case by the Company or such Guarantor;
(5) certain receivables that have been sold, transferred or assigned, all related security with respect to such securitized receivables, including, cash proceeds thereof, each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds that are collected or deposited and all balances, checks, money orders and other instruments from time to time therein, and all documentation evidencing any permitted securitization refinancing, receivables that have been disposed of pursuant to a factoring agreement;
(6) deposit accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and any deposit account the funds in which consist solely of funds held by the Company or any Guarantor in trust for any director, officer or employee of the Company or any Guarantor, employee benefit plans maintained by the Company or any Guarantor or funds representing deferred compensation for the directors, officers and employees of the Company and the Guarantors;
(7) each joint venture of the Company and Guarantors to the extent the grant is prohibited by any contract, agreement, instrument or indenture governing such joint venture, would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or is permitted only with the consent of another party, if such consent has not been obtained; provided, that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC;
(8) Capital Stock of any Excluded Subsidiary other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Guarantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or by any Guarantor; and
(9) real property owned, leased or otherwise held by the Company or such Guarantor having a value of $5,000,000 or less.
The Excluded Assets shall not include any proceeds (as defined in the UCC), substitutions or replacements of Excluded Assets (unless such proceeds, substitutions or replacements would otherwise constitute Excluded Assets.
Excluded Contribution means net cash proceeds, marketable securities or Qualified Proceeds received by the Company after the Issue Date from:
(1) contributions to its common equity capital, and
(2) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,
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in each case designated as Excluded Contributions pursuant to an Officers Certificate on or promptly after the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 4.04(a)(3).
Excluded Subsidiary means (a) any Subsidiary that is not a Wholly Owned Subsidiary of the Company or a Guarantor, (b) any Foreign Subsidiary of the Company or of any direct or indirect Domestic Subsidiary or Foreign Subsidiary, (c) any Domestic Subsidiary (i) substantially all of the assets of which constitute the Capital Stock in one or more Foreign Subsidiaries or (ii) substantially all of the assets of which constitute the Capital Stock of any entity described in clause (i) (including, without limitation, FM International, LLC), (d) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary or a Subsidiary described in clause (c) above, (e) any Subsidiary that is prohibited by applicable law existing on the Issue Date or by applicable law or contractual obligation existing at the time of the formation or acquisition by the Company (or any of its Subsidiaries) of such Subsidiary (so long as such contractual obligation is not entered into in contemplation of such formation or acquisition) from providing a Guarantee for so long as such prohibition exists, or if such Guarantee would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (f) any Subsidiary that is a not-for-profit organization and (g) any other Subsidiary with respect to which, in the reasonable judgment of the Company, the burden or cost (including any adverse tax consequences) of providing a Guarantee will outweigh the benefits to be obtained by the Holders therefrom; provided that any such Subsidiary that is an Excluded Subsidiary pursuant to clause (g) above will cease to be an Excluded Subsidiary at any time such Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Market Indebtedness of the Company, FinCo or any Guarantor.
Existing Fixed Rate Notes means the senior secured notes due 2022 of the Issuers under the Existing Indenture in an aggregate principal amount of 415.0 million.
Existing Floating Rate Notes means the floating rate senior secured notes due 2024 of the Issuers under the Existing Indenture in an aggregate principal amount of 300.0 million.
Existing Indebtedness means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Senior Credit Facilities and the Existing Notes) in existence on the Issue Date plus interest accruing thereon, until such amounts are repaid.
Existing Indenture means that certain indenture dated as of March 30, 2017, by and among the Issuers, the guarantors party thereto, Wilmington Trust, N.A., as trustee, The Bank of New York Mellon, London Branch, as paying agent and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar.
Existing Notes means, collectively, the Existing Fixed Rate Notes and the Existing Floating Rate Notes.
Existing Notes Collateral Agreement means that certain Collateral Agreement dated as of March 30, 2017 among the Issuers and the guarantors party thereto in favor of the Collateral Trustee in connection with the Existing Notes.
Existing Notes Trustee means, the trustee with respect to the Existing Notes, Wilmington Trust, N.A. or its successor.
Fitch means Fitch Ratings Inc., and any successor to its rating agency business.
First Priority Obligations means the Borrowing Base Priority Obligations and the PP&E First Lien Obligations.
First Priority Representative means, collectively (i) each ABL Agent and (ii) each PP&E First Lien Agent who has executed the Collateral Trust Agreement or who executes and delivers a joinder to the Collateral Trust Agreement as a First Priority Representative.
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Fixed Charge Coverage Ratio means, with respect to any Person for any period, the ratio of (1) EBITDA of such Person and its Restricted Subsidiaries for such period to (2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that such Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repurchases, redeems, retires or extinguishes any Indebtedness (other than Indebtedness under any revolving credit facility or revolving advances under any Receivables Facility, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness during such applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the Fixed Charge Coverage Ratio Calculation Date ), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, repurchase, redemption, retirement or extinguishment of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period for which internal financial statements are available.
For purposes of making the computation referred to above, Investments, acquisitions, dispositions, amalgamations, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) and any operational changes that the Company or any of its Restricted Subsidiaries has determined to make/or has made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, amalgamations, mergers, consolidations, discontinued operations and operational changes (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, amalgamation, consolidation or operational change had occurred at the beginning of the applicable four-quarter period.
For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may include (to the extent not already included in EBITDA) (a) run rate cost savings (including sourcing), operating expense reductions and other operating improvements or synergies resulting from such Investment, acquisition, disposition, amalgamation, merger, consolidation, discontinued operation or operational change, which is being given pro forma effect that are projected by the Company in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Company) within 18 months after the end of such period and (b) adjustments of the nature used in connection with the calculation of Operational EBITDA set forth in footnote (1) to SummarySummary Historical Condensed Consolidated Financial and Other Data in the Offering Memorandum). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate. Interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such indebtedness during the applicable period.
For purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.
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Fixed Charges means, with respect to any Person for any period, the sum, without duplication, of:
(1) Consolidated Interest Expense of such Person for such period;
(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
Foreign Subsidiary means any Subsidiary that is incorporated or organized under the laws of a jurisdiction outside of the United States.
GAAP means generally accepted accounting principles in the United States which are in effect on the Issue Date, except for any reports required to be delivered under Section 4.02, which shall be prepared in accordance with GAAP in effect on the date thereof. At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP, and upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS pursuant to the previous sentence.
Government Securities means securities that are:
(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
Governmental Authority means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank), in each case whether associated with a state or locality of the U.S., the U.S., or a foreign government.
guarantee means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
Guarantee means the guarantee by any Guarantor of the Companys Obligations under this Indenture and the Notes pursuant to Article 10.
Guarantor means each Person that Guarantees the Notes in accordance with the terms of this Indenture.
Hedging Obligations means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or
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similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies (including, for the avoidance of doubt, under all Hedging Obligations as defined in the Senior Credit Facilities).
Holder means the Person in whose name a Note is registered on the Registrars books.
IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002, as in effect from time to time, to the extent relevant to the applicable financial statements.
Indebtedness means, with respect to any Person, without duplication:
(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:
(a) in respect of borrowed money;
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers acceptances (or, without duplication, reimbursement agreements in respect thereof);
(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable and (iii) any such obligations under ERISA or liabilities associated with customer prepayments; or
(d) representing any Hedging Obligations;
if and to the extent that any of the foregoing Indebtedness (other than letters of credit (other than commercial letters of credit) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided , however , that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person;
provided , however , that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business and (2) deferred or prepaid revenues.
Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an incurrence of Indebtedness under this Indenture.
Indenture means this Indenture as amended or supplemented from time to time.
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Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant, in each case of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.
Initial ABL Agent means Citibank, N.A., as collateral agent under the Initial ABL Facility and its successors and permitted assigns thereunder.
Initial ABL Facility means the asset-based revolving credit facility in an aggregate principal amount of $600,000,000 incurred under the Senior Credit Facilities.
Initial PP&E Agent means Credit Suisse AG, as administrative agent under the tranche C term loan facility of the Senior Credit Facilities, and its successors and permitted assigns thereunder in such capacity.
Initial PP&E First Lien Term Facility means the tranche C term loan facility in an initial aggregate principal amount of $1,900,000,000, incurred under the Senior Credit Facilities.
Initial Purchaser means Deutsche Bank AG, London Branch.
Insolvency or Liquidation Proceeding means (a) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company or any Guarantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to the Company or any Guarantor or with respect to any of their respective assets, (c) any liquidation, dissolution, reorganization or winding up of the Company or any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of the Company or any Guarantor.
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys, BBB- (or the equivalent) by S&P, BBB by Fitch, or, in any such case, an equivalent rating by any other Rating Agency.
Investment Grade Securities means:
(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
(2) securities or instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;
(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and
(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.
Investments means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers, directors, distributors, consultants and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes thereto) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. The amount of any Investment shall be deemed to be the amount actually invested, without adjustment for subsequent increases or decreases in value or any write-downs or write-offs, but giving effect to any repayments thereof in the form of loans and any return on capital or return on
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Investment in the case of equity Investments (whether as a distribution, dividend, redemption or sale but not in excess of the amount of such Investment). For purposes of the definition of Unrestricted Subsidiary and Section 4.04:
Investments shall include the portion (proportionate to the Companys equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to:
(1) the Companys Investment in such Subsidiary at the time of such redesignation; less
(2) the portion (proportionate to the Companys equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
(3) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.
Issue Date means June 29, 2017.
Legal Holiday means a Saturday, a Sunday or any other day on which commercial banking institutions are not required by law, regulation or executive order to be open in the State of New York or in the jurisdiction of the place of payment. If a payment date at a place of payment is on a Legal Holiday, payment shall be made at that place on the next succeeding Business Day, and no interest shall accrue on such payment for the intervening period.
Lien means, with respect to any asset, any mortgage, lien, deed of trust, hypothecation, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof); provided that in no event shall an operating lease be deemed to constitute a Lien.
Limited Condition Acquisition means any acquisition, including by way of merger, amalgamation or consolidation, by the Company or one or more of its Restricted Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that the Consolidated Net Income (and any other financial term derived therefrom), other than for purposes of calculating any ratios in connection with the Limited Condition Acquisition, shall not include any Consolidated Net Income of or attributable to the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition Acquisition shall have actually occurred.
Major Non-Controlling PP&E First Lien Agent means, with respect to any Shared Collateral, the PP&E First Lien Agent of the Series of other PP&E First Lien Obligations that constitutes the largest outstanding principal amount (including contingent reimbursement agreements in respect of letters of credit) of any then outstanding Series of PP&E First Lien Obligations with respect to such Shared Collateral; provided, however, that if there are two outstanding Series of other PP&E First Lien Obligations which have an equal outstanding principal amount, the Series of other PP&E First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition and if such Series of other PP&E First Lien Obligations have the same existing principal amount and same maturity date, the Major Non-Controlling PP&E First Lien Agent shall be determined by vote of the Holders of such Series of other PP&E First Lien Obligations constituting a majority of the amount of such Series of other PP&E First Lien Obligations.
Moodys means Moodys Investors Service, Inc. and any successor to its rating agency business.
Net Income means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
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Net Proceeds means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including, without limitation, any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) secured by a Lien on the assets disposed of required (other than required by Section 4.06(b)(i)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
New York UCC means the Uniform Commercial Code as from time to time in effect in the State of New York.
Note Documents means this Indenture, the Notes and the Security Documents.
Notes has the meaning given to such term in the Preamble to this Indenture.
Obligations means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnification, reimbursements (including reimbursement obligations with respect to letters of credit and bankers acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
Offering Memorandum means the Offering Memorandum relating to the offering of the Original Notes dated June 23, 2017.
Officer means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company.
Officers Certificate means a certificate signed by an Officer of the Company, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or such other person appointed by any of the foregoing, in each case, who meets the requirements set forth in this Indenture, and delivered to the Trustee.
Opinion of Counsel means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.
Parent Company means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Company.
Paying Agent means an office or agency maintained by the Company pursuant to the terms of this Indenture, where Notes may be presented for payment.
Permitted Asset Swap means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents received must be applied in accordance with Section 4.06.
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Permitted Holder means the Related Parties and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor provision) of which any of the Related Parties are members.
Permitted Investments means:
(1) any Investment in the Company or any of its Restricted Subsidiaries;
(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;
(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person (including in the Equity Interests of such Person) if as a result of such Investment (a) such Person becomes a Restricted Subsidiary or (b) such Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.06(a) or any other disposition of assets not constituting an Asset Sale;
(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any extension, modification, replacement, renewal or reinvestments of any such Investments existing or committed on the Issue Date (other than reimbursements of Investments in the Company or any Subsidiary); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment or commitment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;
(6) any Investment acquired by the Company or any of its Restricted Subsidiaries:
(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable;
(b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(c) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or
(d) in settlement of debts created in the ordinary course of business;
(7) Hedging Obligations permitted under Section 4.03(b)(x);
(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided , however , that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.04(a)(3);
(9) guarantees (including Guarantees) of Indebtedness permitted under Section 4.03, performance guarantees and Contingent Obligations in the ordinary course of business and the creation of liens on the assets of the Company or any of its Restricted Subsidiaries in compliance with Section 4.12, including, without limitation, any guarantee or other obligation issued or incurred under the Senior Credit
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Facilities in connection with any letter of credit issued for the account of the Company or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit);
(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii) and (v) thereof);
(11) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services or equipment, or intellectual property, or the licensing or contribution of intellectual property pursuant to any distribution, service, joint marketing, co-branding, co-distribution or other similar arrangement, however denominated;
(12) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding, not to exceed the greater of (x) $300.0 million and (y) 4.25% of Consolidated Total Assets (with the fair market value of each investment being measured at the time made and without giving effect to subsequent changes in value); provided , however , that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (12) for so long as such Person continues to be a Restricted Subsidiary;
(13) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company, are necessary or advisable to effect any Receivables Facility;
(14) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, managers, consultants or independent contractors and members of management of the Company (or their respective immediate family members), any of its Subsidiaries or any direct or indirect parent of the Company not to exceed $10.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) (calculated without regard to write-downs or write-offs thereof);
(15) loans and advances to present or former officers, directors, employees, consultants, managers, members of management and independent contractors of payroll payments or other compensation and for travel, moving, entertainment and other similar expenses, drawing accounts and similar expenditures, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Persons purchase of Equity Interests of the Company or any direct or indirect Parent Company thereof;
(16) Investments consisting of licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;
(17) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course;
(18) Investments in any Subsidiary or any joint venture as required by, or made pursuant to, intercompany cash management arrangements, buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements or related activities arising in the ordinary course of business;
(19) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;
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(20) Investments in joint ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (20) that are at the time outstanding, not to exceed the greater of (i) $300.0 million and (ii) 4.25% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
(21) the Notes and the related Guarantees;
(22) guarantees of leases (other than capital leases) or of other obligations not constituting Indebtedness, in each case in the ordinary course of business;
(23) Investments constituting advances, deposits, prepayments and other credits to, and guarantees for the benefit of, existing or potential suppliers, customers, distributors, licensors, licensees, lessee and lessors, in each case, in the ordinary course of business, to maintain the ordinary course of business or where there is a reasonable expectation for a material commercial benefit, as the case may be;
(24) extensions of trade credit and the conversion of overdue trade receivables into notes receivables in each case in the ordinary course of business; and
(25) Investments in notes receivables payable to the Company or any Restricted Subsidiary by the purchasers of assets purchased pursuant to dispositions permitted in accordance with Section 4.06.
Permitted Liens means, with respect to any Person:
(1) (a) (i) pledges, deposits or security by such Person under workmens compensation laws, unemployment insurance, employers health tax and other social security laws or similar legislation or regulations, health, disability or other employee benefits or property and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty, liability or other insurance to the Company and its Subsidiaries; or (b) Liens, pledges and deposits in connection with bids, tenders, contracts (other than for Indebtedness for borrowed money) or leases, statutory obligations, surety, stay, customs, bid and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, performance and completion guarantees and other obligations of a like nature (including letters of credit in lieu of any such items or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items described in this clause (1);
(2) Liens imposed by law, such as landlords, banks, carriers, warehousemens, workmens, materialmens, repairmens, construction and mechanics Liens, (i) for sums not yet overdue for a period of more than 30 days, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;
(3) Liens for taxes, assessments or other governmental charges (i) not yet overdue for a period of more than 30 days, (ii) which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, (iii) for property taxes on property that the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property or (iv) with respect to which the failure to make payment could not reasonably be expected to have a material adverse effect;
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(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practices prior to the Issue Date;
(5) minor survey exceptions, minor encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person;
(6) Liens securing Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (iv), (xiv)(y) or (xviii) of Section 4.03(b); provided that (a) Liens securing Indebtedness, Disqualified Stock or Preferred Stock to be Incurred pursuant to Section 4.03(b)(iv) are limited to the assets financed with such Indebtedness, Disqualified Stock or Preferred Stock and any replacements thereof, additions and accessions thereto and the proceeds and products thereof and after-acquired and other related property; provided further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty and, (b) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.03(b) (xiv)(y) are solely on property or the assets or Capital Stock of the acquired, merged, amalgamated or consolidated entity, as the case may be, and improvements thereon and the proceeds and the products thereof and after-acquired property and (c) Liens securing Indebtedness permitted to be incurred pursuant to clause (xviii) of Section 4.03(b) extend only to the assets of non-Guarantor Subsidiaries;
(7) Liens existing on the Issue Date (other than any Lien securing the Borrowing Base Priority Obligations or the PP&E First Lien Obligations outstanding on the Issue Date (including, without limitation, the Existing Notes));
(8) Liens existing on property or shares of stock of a Person at the time such Person becomes a Subsidiary (provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary) and any replacement, extension or renewal of any such Lien (to the extent the indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;
(9) Liens existing on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Company or any of its Restricted Subsidiaries; provided , however , such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, amalgamation or consolidation; provided further , however , that such Liens may not extend to any other property owned by the Company or any of its Restricted Subsidiaries;
(10) Liens securing Indebtedness or other obligations of the Company or a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.03;
(11) Liens securing Hedging Obligations and in respect of Cash Management Services so long as the related Indebtedness is permitted to be incurred under this Indenture;
(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Persons obligations in respect of documentary letters of credit or bankers acceptances, a bank guarantee or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
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(13) leases, subleases, licenses or sublicenses, grants or permits (including with respect to intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases or accounts in connection with any transaction otherwise permitted under this Indenture;
(15) Liens in favor of the Company, FinCo or any Guarantor;
(16) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business to the Companys or its Subsidiaries customers;
(17) (a) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility and (b) Liens on assets sold or transferred or purported to be sold or transferred to a Receivables Subsidiary in connection with a Receivables Facility and the proceeds of such assets, including, in each case, Liens on receivables resulting from precautionary Uniform Commercial Code filings or from recharacterization of any such sale as a financing or a loan;
(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided , however , that (a) such new Lien shall be limited to the same property that was permitted to secure the original Lien (other than the proceeds and products thereof, accessions thereto, improvements on such property and after-acquired property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any accrued interest and fees (including original issue discount, upfront fees or similar fees) and expenses, including premiums (including tender premiums), related to such refinancing, refunding, extension, renewal or replacement;
(19) deposits made or other security provided to secure liabilities to insurance brokers, insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;
(20) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(f) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(22) Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
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(23) Liens deemed to exist in connection with Investments in repurchase agreements or other Cash Equivalents permitted under Section 4.03; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or other Cash Equivalents;
(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(25) Liens that are contractual rights of set-off relating to (i) the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(26) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;
(27) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;
(28) restrictive covenants affecting the use to which real property may be put; provided , however , that the covenants are complied with;
(29) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;
(30) zoning by-laws and other land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;
(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business;
(32) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
(33) (i) customary transfer restrictions and purchase options in joint venture and similar agreements, (ii) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of, such Persons and (iii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with respect to non-Wholly Owned Subsidiaries entered into in the ordinary course of business;
(34) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;
(35) Liens on the assets of non-Guarantor Subsidiaries of the Company (i) securing Indebtedness permitted to be incurred by non-Guarantor Subsidiaries under this Indenture or (ii) to the extent arising mandatorily under applicable law;
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(36) other Liens securing obligations not to exceed the greater of (x) $400.0 million and (y) 6.0% of Consolidated Total Assets, at any one time outstanding; provided that, any Liens securing Borrowing Base Priority Obligations under this clause (36) will be pari passu with the Liens securing any other Borrowing Base Priority Obligations;
(37) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers acceptances in the ordinary course of business, provided that such Liens attach only to the documents and goods covered thereby and proceeds thereof;
(38) Liens securing (a) the Notes and the related Guarantees (not including any Additional Notes) and (b) the Existing Notes and the related guarantees thereof;
(39) Liens on the Collateral securing Borrowing Base Priority Obligations and/or PP&E First Lien Obligations in respect of Indebtedness and other obligations permitted to be incurred under any Credit Facilities, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to Section 4.03(b)(i);
(40) Liens on the Collateral securing PP&E First Lien Obligations in respect of Indebtedness and other obligations permitted to be incurred under any Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the indenture to be incurred pursuant to the covenant described under Section 4.03; provided that, with respect to Liens securing PP&E First Lien Obligations under this clause (40), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio of the Company and its Restricted Subsidiaries would have been no greater than 3.75 to 1.00;
(41) Liens on the Collateral securing PP&E Second Lien Obligations and which Liens are made junior to the Liens securing PP&E First Lien Obligations pursuant to the Collateral Trust Agreement; provided that such Indebtedness was permitted to be incurred under the covenant described under Section 4.03;
(42) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(43) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Indenture;
(44) agreements to subordinate any interest of the Company or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Company or any Restricted Subsidiary pursuant to an agreement entered into the ordinary course of business or consistent with industry practice;
(45) Liens securing Guarantees of any Indebtedness or other obligations otherwise permitted to be secured by a Lien under this Indenture;
(46) Liens in connection with a Sale and Lease-Back Transaction;
(47) Liens arising pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any environmental law; and
(48) Liens disclosed by the title insurance reports or policies delivered on or prior to the Issue Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal.
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For purposes of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (36), (38), (39), (40) or (41) above (giving effect to the incurrence of such portion of such Indebtedness), the Company, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clauses (36), (38), (39), (40) or (41) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.
For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness.
Person means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
PP&E Agent means each PP&E First Lien Agent and each PP&E Second Lien Agent.
PP&E Collateral means all of the tangible and intangible properties and assets at any time owned or acquired by the Company or any Guarantor, except Borrowing Base Collateral and Excluded Assets.
PP&E Credit Agreement Secured Obligations means all Obligations under the Initial PP&E First Lien Term Facility and under or with respect to any other Term Loans under the Credit Agreement, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Initial PP&E First Lien Term Facility or such Term Loans but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
PP&E Credit Agreement Secured Parties means, at any relevant time, the holders of PP&E Credit Agreement Secured Obligations at that time.
PP&E First Lien Agent means, at any time, (i) in the case of any PP&E Credit Agreement Secured Obligations or the PP&E Credit Agreement Secured Parties, the Initial PP&E Agent, (ii) in the case of the Obligations under the Existing Notes, the Existing Notes Trustee, (iii) in the case of the Obligations under this Indenture or the Holders of the Notes, the Trustee, and (iv) in the case of any other Series of other PP&E First Lien Obligations or PP&E First Lien Secured Parties, the Person named as PP&E First Lien Agent for such Series in the applicable joinder agreement.
PP&E First Lien Documents means, with respect to the PP&E Credit Agreement Secured Obligations, the Credit Agreement Loan Documents, and with respect to the other PP&E First Lien Obligations, the documents governing such other PP&E First Lien Obligations.
PP&E First Lien Obligations means, collectively, (i) the PP&E Credit Agreement Secured Obligations and (ii) all other Obligations under any PP&E First Lien Term Facility under the PP&E First Lien Documents, including any and all amounts payable under the PP&E First Lien Documents with respect to any PP&E First Lien Term Facility, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding), including the Obligations under this Indenture.
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PP&E First Lien Secured Parties means (i) the PP&E Credit Agreement Secured Parties and (ii) the PP&E First Lien Secured Parties with respect to each Series of Other PP&E First Lien Obligations.
PP&E First Lien Security Document means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any PP&E First Lien Obligations or under which rights or remedies with respect to such Liens are governed, including without limitation, the Collateral Agreement and the Collateral Trust Agreement, in each case as amended, restated, supplemented or otherwise modified from time to time.
PP&E First Lien Term Facility means:
(1) Indebtedness represented by the Notes initially issued by the Company under the Indenture on the Issue Date;
(2) Indebtedness represented by the Existing Notes;
(3) the Initial PP&E First Lien Term Facility;
(4) any other credit agreement, loan agreement, note agreement, indenture or other agreement evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred to extend, replace or refinance in whole or in part the Initial PP&E First Lien Term Facility, in each case in accordance with the terms of the Indenture, as amended, restated, supplemented or otherwise modified from time to time; and
(5) any other credit agreement, loan agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit (including, without limitation, with respect to any permitted first priority refinancing debt and any incremental equivalent debt), in the case of clauses (4) and (5), that (a) is secured by the Collateral on a pari passu basis with the other PP&E First Lien Obligations, (b) is designated as a PP&E First Lien Term Facility by the Company in an Officers Certificate delivered to each ABL Agent and each PP&E Agent and which also contains a certification that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and (c) otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement.
PP&E Loan Documents means the PP&E First Lien Documents and the PP&E Second Lien Loan Documents.
PP&E Pari Passu Intercreditor Agreement shall mean, that certain Pari Passu Intercreditor Agreement dated as of March 30, 2017 among the Initial PP&E Agent, the Existing Notes Trustee, the Collateral Trustee and the Company and Guarantors, providing that the Liens securing the Notes shall rank pari passu with the Liens securing the obligations in respect of the term loans made under the Initial PP&E First Lien Term Facility, the Existing Notes, and any other PP&E First Lien Obligations (but without regard to control of remedies), and subject to the other exceptions set forth therein to which the Trustee on behalf of the holders of the Notes will execute a joinder agreement.
PP&E Priority Obligations means the PP&E First Lien Obligations and the PP&E Second Lien Obligations.
PP&E Second Lien Agent means each agent or trustee under any PP&E Second Lien Credit Agreement, in each case, together with any successor thereto.
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PP&E Second Lien Credit Agreement means any loan agreement, credit agreement or other agreement with banks or other institutional or commercial lenders providing for loans or other extensions of credit or any indenture or other debt instrument or agreement providing for bonds, notes, other loans or other extensions of credit (including, without limitation, with respect to any Permitted Second Priority Refinancing Debt), in each case, that (i) is secured by the Collateral on a basis junior to the PP&E First Lien Obligations, (ii) is designated as a PP&E Second Lien Credit Agreement by the Company in a writing delivered to each ABL Agent and each PP&E Agent and which also contains a certification by the Company that the incurrence of the Indebtedness under such credit agreement, loan agreement, note agreement, indenture or other agreement is permitted to be incurred and so secured by the Collateral by the ABL Loan Documents and the PP&E Loan Documents and otherwise complies with the terms of the ABL Intercreditor Agreement and the Collateral Trust Agreement
PP&E Second Lien Loan Documents means each PP&E Second Lien Credit Agreement, each PP&E Second Lien Security Document and each other Loan Document as defined in any PP&E Second Lien Credit Agreement (or any similar term as defined in any such agreement).
PP&E Second Lien Obligations means all obligations and all liabilities (contingent or otherwise) relating to any PP&E Second Lien Credit Agreement under the PP&E Second Lien Loan Documents, including any and all amounts payable under the PP&E Second Lien Loan Documents with respect to the PP&E Second Lien Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including principal, premium, interest accrued or accruing (or which would absent the commencement of an Insolvency or Liquidation Proceeding accrue), fees, attorneys fees, costs, charges, expenses, reimbursement obligations, any obligation to post cash collateral in respect of letters of credit, indemnities, guarantees, and all other amounts payable thereunder (including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding (or that would accrue but for the commencement of such Insolvency or Liquidation Proceeding) relating to the Company or any Guarantor or any other Person irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in any Insolvency or Liquidation Proceeding).
PP&E Second Lien Security Documents means any agreement, document or instrument pursuant to which a Lien is granted, or purported to be granted, securing any PP&E Second Lien Obligations or under which rights or remedies with respect to such Liens are governed as amended, restated, supplemented or otherwise modified from time to time.
PP&E Second Lien Secured Parties means, at any relevant time, the holders of PP&E Second Lien Obligations at that time.
PP&E Secured Parties means, at any relevant time, the PP&E First Lien Secured Parties and the PP&E Second Lien Secured Parties.
Preferred Stock means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
Principal means Carl Icahn.
Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.
Qualifying IPO means the issuance and sale by any direct or indirect Parent Company of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) pursuant to which net proceeds are received by any direct or indirect Parent Company and contributed to the Company or any Restricted Subsidiary.
Rating Agencies means Moodys, S&P and Fitch, or if Moodys, S&P and Fitch or any of the foregoing shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moodys, S&P and Fitch or any of the foregoing, as the case may be.
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Receivable means a payment owing to a Person (whether constituting an account, chattel paper, document, instrument or general intangible) arising from the provision of merchandise, goods or services by such Person, including the right to payment of any interest or finance charges and other obligations owing to such Person with respect thereto.
Receivables Facility means any transaction or series of transactions in one or more receivables financing facilities entered into by the Company or any of its Restricted Subsidiaries pursuant to which such party consummates a true sale of receivables, drafts, bills of exchange or similar right to payment to (i) a Person that is not a Restricted Subsidiary; or (ii) a Receivables Subsidiary that in turn sells such asset to a Person that is not a Restricted Subsidiary, in each case, on market terms as determined in good faith by the Company; provided that such Receivables Facility is (x) non-recourse to the Company and the Restricted Subsidiaries (except for Securitization Undertakings made in connection with such Receivables Facility) and their assets, other than any recourse solely attributable to a breach by the Company or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with a true sale of receivables, drafts, bills of exchange or similar rights to payment on a non-recourse basis and (y) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the true sale of receivables, drafts, bills of exchange or similar rights to payment, as applicable, on market terms for similar transactions.
Receivables Fees means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.
Receivables Subsidiary means any Subsidiary formed for the purpose of, and that engages only in one or more Receivables Facilities and other activities reasonably related thereto.
Refinancing means the offering of the Notes and the use of proceeds therefrom as described in the Offering Memorandum.
Refinancing Expenses means all fees and expenses, including any prepayment penalties or premiums and fees of counsel, related to the Refinancing.
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
Related Party or Related Parties means (1) the Principal and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and the spouses of such descendants (including stepchildren and adopted children) (collectively, the Family Group); (b) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each an Entity and collectively Entities) controlled by (as defined in the definition of Affiliate) one or more members of the Family Group; (c) any Entity over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position with such Entity or in any other manner (such rights hereinafter referred to as Veto Power); (d) the estate of any member of the Family Group; (e) any trust created (in whole or in part) by any one or more members of the Family Group; (f) any individual or Entity who receives an interest in any estate or trust listed in clauses (d) or (e), to the extent of such interest; (g) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of one or more members of the Family Group; (h) any organization described in Section 501(c) of the Code, over which any one or more members of the Family Group and the trusts and estates listed in clauses (d), (e) and (g) have direct or indirect Veto Power, or to which they are substantial contributors (as such term is
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defined in Section 507 of the Code); (i) any organization described in Section 501(c) of the Code of which a member of the Family Group is an officer, director or trustee; or (j) any Entity, directly or indirectly (i) owned or controlled by (as defined in the definition of Affiliate) or (ii) a majority of the economic interests in which are owned by, or are for or accrue to the benefit of, in either case, any Person or Persons identified in clauses (a) through (i) above. For the purposes of this definition of Related Party, and for the avoidance of doubt, in addition to any other Person or Persons that may be considered to possess control, (x) a partnership shall be considered controlled by a general partner or managing general partner thereof, (y) a limited liability company shall be considered controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered controlled by any trustee, executor, personal representative, administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom.
Restricted Investment means an Investment other than a Permitted Investment.
Restricted Subsidiary means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided , however , that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of Restricted Subsidiary.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
Sale and Lease-Back Transaction means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.
SEC means the U.S. Securities and Exchange Commission.
Second Priority Obligations means the PP&E Second Lien Obligations.
Secured Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.
Secured Obligations shall mean, collectively, the First Priority Obligations and the Second Priority Obligations.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
Securitization Undertakings means representations, warranties, covenants, repurchase obligations, indemnities and guarantees of performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be required by a seller or servicer (or parent of such seller or servicer) in a Receivables Facility.
Security Documents means the Collateral Trust Agreement, the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement, each respective joinder to the Collateral Trust Agreement, the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement, any second lien intercreditor agreement, all security agreements, pledge agreements, control agreements, collateral assignments, mortgages, deeds of trust or other grants or transfers for security or agreements related thereto executed and delivered by the Company or any Guarantor creating or perfecting (or purporting to create or perfect) or perfecting a Lien upon Collateral in favor of the Collateral Trustee on behalf of the trustee and the Holders of the Notes to secure the Notes and the Guarantee, in each case, as amended, modified, restated, supplemented or replaced from time to time.
Senior Credit Facilities means (1) the Term Loan and Revolving Credit Agreement dated as of December 27, 2007 and as amended as of April 15, 2014 (referred to herein as the Credit Agreement ), among the Company, the other borrowers and guarantors party thereto, the subsidiaries of the Company party thereto from time
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to time, the lenders party thereto from time to time in their capacities as lenders thereunder and Citicorp USA, Inc., as administrative agent for the lenders, including one or more debt facilities or other financing arrangements (including, without limitation indentures) providing for term loans, revolving loans or other long-term indebtedness that replace or refinance such credit facility, including any such replacement or refinancing facility or indenture that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or credit facilities that replace or refinance such credit facility and (2) whether or not the credit agreement referred to in clause (1) remains outstanding, if designated by the Company to be included in the definition of Senior Credit Facilities, one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, Receivables Facilities (including through the sale of receivables to lenders or to special purpose entities formed to borrower from lenders against such receivables) or letters of credit, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers acceptances) or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time.
Series means (i) with respect to the PP&E First Lien Secured Parties, each of (A) the PP&E Credit Agreement Secured Parties (in their capacities as such), (B) the holders of the Existing Notes (in their capacities as such), (C) the Holders of the Notes (in their capacities as such), and (D) the PP&E First Lien Secured Parties that become subject to the PP&E Pari Passu Intercreditor Agreement after the date hereof that are represented by a common PP&E First Lien Agent (in its capacity as such for such PP&E First Lien Secured Parties) and (ii) with respect to any PP&E First Lien Obligations, each of (A) the PP&E Credit Agreement Secured Obligations, (B) the holders of the Existing Notes, (C) the Holders of the Notes and (D) the other PP&E First Lien Obligations incurred pursuant to any other PP&E First Lien Document, which pursuant to any applicable joinder agreement, are to be represented hereunder by a common PP&E First Lien Agent (in its capacity as such for such other PP&E First Lien Obligations).
Shared Collateral means, at any time, Collateral in which the holders of two or more Series of PP&E First Lien Obligations (or their respective PP&E First Lien Agents or the Collateral Trustee on behalf of such holders) hold, or purport to hold, a valid security interest or Lien at such time. If more than two Series of PP&E First Lien Obligations are outstanding at any time and the holders of less than all Series of PP&E First Lien Obligations hold, or purport to hold, a valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of PP&E First Lien Obligations that hold a valid security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have, or purport to have, a valid security interest or Lien in such Collateral at such time.
Significant Subsidiary means any Restricted Subsidiary that would be a significant subsidiary as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
Similar Business means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is a reasonable extension, development or expansion of any of the foregoing or is similar, reasonably related, incidental or ancillary thereto.
Subordinated Indebtedness means, with respect to the Notes, (1) any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.
Subsidiary means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a qualifying share of the former Person shall be deemed to be outstanding.
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Tax Amount means, for any taxable period (or portion thereof) during which the Company is treated as a passthrough entity or disregarded entity or filing a consolidated return within a parent entity for U.S. federal income tax purposes, the combined federal, state and local income taxes, including estimated taxes, that would be payable by the Company if it were a Delaware corporation filing a consolidated tax return as the parent of a consolidated group only including the Company and its applicable Restricted Subsidiaries for such period; provided that in determining the Tax Amount, the effect thereon of any net operating loss carryforwards or other carryforwards or tax attributes, such as alternative minimum tax carryforwards, that would have arisen if Company were a Delaware corporation (but assuming these assets are carried forward in their entirety, notwithstanding any rule permitting carrybacks) shall be taken into account but only to the extent such carryforward attributes arise after the date hereof, subject to any limitations on the utilization of any such carryforwards or attributes imposed by law; provided further that (i) if there is an adjustment in the amount of the relevant taxable income for any period, an appropriate positive or negative adjustment shall be made in the Tax Amount, (ii) the Tax Amount shall be reduced by any amounts paid directly by the Company or its Restricted Subsidiaries with respect to their tax liability and (iii) any Tax Amount other than amounts relating to estimated taxes shall be computed by a nationally recognized accounting firm (but, including in any event, the Companys auditors); provided further that payments with respect to any taxes attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Company for the purposes of paying taxes.
Trust Officer means when used with respect to the Trustee, any officer assigned to the Corporate Trust division (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for purposes of Section 7.01(c)(2) shall also include any other officer of the Trustee to whom any corporate trust matter relating to this Indenture is referred because of such officers knowledge of and familiarity with the particular subject.
Trustee means the party named as such in the Preamble of this Indenture until a successor replaces it and, thereafter, means the successor.
UCC means the Uniform Commercial Code as in effect in the State of New York or any other applicable jurisdiction.
Unrestricted Subsidiary means:
(1) any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below); and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary (other than FinCo) unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that
(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Company;
(2) such designation complies with Section 4.04; and
(3) each of:
(a) the Subsidiary to be so designated; and
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(b) its Subsidiaries
has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.
The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be equal to or greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.
Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officers Certificate certifying that such designation complied with the foregoing provisions.
Voting Stock of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
Weighted Average Life to Maturity means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
(2) the sum of all such payments.
Wholly Owned Subsidiary of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors qualifying shares and shares issued to foreign nationals as required under applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person.
Section 1.02 Other Definitions .
Term |
Defined
in Section |
|
Acceptable Commitment | 4.06(b) | |
Additional Amounts | 4.16 | |
Affiliate Transaction | 4.07 | |
Appendix | 2.01 | |
Asset Sale Offer | 4.06(b) | |
Authenticating Agent | 2.03 | |
Authentication Order | 2.03 | |
Change in Tax Law | Appendix A | |
Change of Control Offer | 4.08(a) | |
Change of Control Payment | 4.08(a) |
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Term |
Defined
in Section |
|
Change of Control Payment Date | 4.08(b)(iii) | |
Clearstream | Appendix A | |
covenant defeasance option | 8.01(c) | |
Covenant Suspension Event | 4.14(a) | |
Definitive Note | Appendix A | |
Depository | 1.01 | |
Determination Date | Appendix A | |
euro zone | Appendix A | |
Euroclear | Appendix A | |
Event of Default | 6.01 | |
Excess Proceeds | 4.06(b) | |
Foreign Disposition | 4.06(b) | |
Global Notes | Appendix A | |
Global Notes Legend | Appendix A | |
Guaranteed Obligations | 10.01(a) | |
IAI | Appendix A | |
incur | 4.03(a) | |
Initial Purchaser | Appendix A | |
Interest PeriodAppendix A | Appendix A | |
legal defeasance option | 8.01(c) | |
Original Notes | Preamble | |
Parallel Debt | 12.08 | |
Paying Agent | 1.01 | |
Payor | 4.16 | |
protected purchaser | 2.08 | |
Purchase Agreement | Appendix A | |
QIB | Appendix A | |
Refinancing Indebtedness | 4.03(b)(xiii) | |
Refunding Capital Stock | 4.04(b)(ii)(A) | |
Register | 2.04(b) | |
Registrar | 2.04(b) | |
Regulation S | Appendix A | |
Regulation S Global Notes | Appendix A | |
Regulation S Permanent Global Note | Appendix A | |
Regulation S Temporary Global Note | Appendix A | |
Regulation S Notes | Appendix A | |
Relevant Taxing Jurisdiction | 4.16 | |
Restricted Period | Appendix A | |
Restricted Notes Legend | Appendix A | |
Reversion Date | 4.14(a) | |
Rule 144A | Appendix A | |
Rule 144A Global Notes | Appendix A | |
Rule 144A Notes | Appendix A | |
Rule 501 | Appendix A | |
Successor Person | 5.01(b)(i)(A) | |
Successor Company | 5.01(a)(i) | |
Successor Finco | 5.01(c) | |
Suspended Covenants | 4.14(a) | |
Suspension Period | 4.14(a) | |
Tax Redemption Date | Appendix A | |
Transfer Restricted Notes | Appendix A | |
Treasury Capital Stock | 4.04(b) | |
Unrestricted Definitive Note | Appendix A | |
Unrestricted Global Note | Appendix A |
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Section 1.03 Rules of Construction . Unless the context otherwise requires:
(a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(c) or is not exclusive;
(d) including means including without limitation;
(e) words in the singular include the plural and words in the plural include the singular;
(f) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness, and senior Indebtedness shall not be deemed to be subordinate or junior to any other senior Indebtedness merely by virtue of its junior priority with respect to the same collateral;
(g) $ and U.S. Dollars each refer to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts;
(h) and euro each refer to the single currency of participating member states of the EMU;
(i) consolidated means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary shall be accounted for as an Investment;
(j) will shall be interpreted to express a command;
(k) provisions apply to successive events and transactions;
(l) unless the context otherwise requires, any reference to an Appendix, Article, Section, clause, Schedule or Exhibit refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;
(m) the words herein, hereof and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;
(n) references to sections of, or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and
(o) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture.
Section 1.04 Limited Condition Acquisition . When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition, the date of determination of
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such basket or ratio and of any Default or Event of Default shall, at the option of the Company, be the date the definitive agreements for such Limited Condition Acquisition are entered into and such baskets or ratios shall be calculated on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds therefrom) as if they occurred at the beginning of the applicable reference period for purposes of determining the ability to consummate any such Limited Condition Acquisition (and not for purposes of any subsequent availability of any basket or ratio), and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in EBITDA of the Company or the target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted under this Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, then any such transactions (including any incurrence of Indebtedness and the use of proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition.
Section 1.05 Acts of Holders .
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.
(c) The ownership of Notes shall be proved by the Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.
(e) The Company may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders, but the Company shall have no obligation to do so.
(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.05(f) shall have the same effect as if given or taken by separate Holders of each such different part.
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(g) Without limiting the generality of the foregoing, a Holder, including the Depository, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depository may provide its proxy to the beneficial owners of interests in any such Global Note through such Depositorys standing instructions and customary practices.
(h) The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by Common Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date.
ARTICLE 2
THE NOTES
Section 2.01 Amount of Notes . The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is 350,000,000.
The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in an unlimited principal amount, so long as (i) the incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03 and (ii) such Additional Notes are issued in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06, 3.08, 4.08(c) or Appendix A (the Appendix )), there shall be (a) established in or pursuant to a resolution of the board of directors of each of the Issuers and (b) (i) set forth or determined in the manner provided in an Officers Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:
(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered under this Indenture;
(2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and
(3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A or Exhibit B hereto, as applicable, and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the Depository for such Global Note or a nominee thereof.
If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the board of directors of each of the Issuers, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each of the Issuers and delivered to the Trustee at or prior to the delivery of the Officers Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes.
The Notes, including any Additional Notes, shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.
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Section 2.02 Form and Dating . Provisions relating to the Notes are set forth in the Appendix, which is hereby incorporated into and expressly made a part of this Indenture. The (i) Original Notes and the certificate of authentication and (ii) any Additional Notes and the certificate of authentication shall each be substantially in the form of Exhibit A or Exhibit B hereto, as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which any Issuer or any Guarantor is subject, if any, or usage ( provided that any such notation, legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes shall be issuable only in registered form without interest coupons and in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The provisions of the Operating Procedures of the Euroclear System and Terms and Conditions Governing Use of Euroclear and the General Terms and Conditions of Clearstream Banking and Customer Handbook of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream.
Section 2.03 Execution and Authentication . The Trustee or the Authenticating Agent, as applicable, shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each of the Issuers (an Authentication Order ) (a) Original Notes for original issue on the date hereof in an aggregate principal amount of 350,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least 100,000 and integral multiples of 1,000 in excess thereof.
One Officer of each of the Issuers shall sign the Notes for the Issuers by manual or facsimile signature.
If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or the Authenticating Agent authenticates the Note, the Note shall be valid nevertheless.
A Note shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee or the Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
The Trustee or the Issuers may appoint one or more authenticating agents (each an Authenticating Agent ) reasonably acceptable to the Issuers to authenticate the Notes. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. The Issuers hereby initially appoint The Bank of New York Mellon, London Branch as Authenticating Agent, and The Bank of New York Mellon, London Branch hereby accepts such appointment.
Section 2.04 Paying Agent and Registrar .
(a) The Company shall maintain one or more paying agents (each, a Paying Agent ) for the Notes, including a Paying Agent in each of (i) the City of London and (ii) Luxembourg, for so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF, but only if the rules of the Luxembourg Stock Exchange so require (which they currently do not), and may appoint additional Paying Agents. The term Paying Agent includes any additional paying agent. The Company initially appoints The Bank of New York Mellon, London Branch, as Paying Agent. In addition, the Issuer undertakes that it will ensure that it maintains a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to the Council of the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the Economic and Financial Affairs Council ( ECOFIN ) meeting of 26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive.
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(b) The Company shall also maintain one or more registrars (each, a Registrar ). The Registrar shall keep a register of the Notes (the Register ) and of their transfer and exchange. The Company may have one or more co-registrars. The term Registrar includes any co-registrars. The Company initially appoints The Bank of New York Mellon SA/NV, Luxembourg Branch, as Registrar.
(c) The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee or its designee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.
(d) The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee and without prior notice to any Holder; provided , however , that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee (or its designee) shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, the Company will publish a notice of any change of Paying Agent or Registrar in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort ) or the website of the Luxembourg Stock Exchange (www.bourse.lu).
(e) The Company initially appoints The Bank of New York Mellon, London Branch to act as Common Depository with respect to the Global Notes.
Section 2.05 Paying Agent to Hold Money . By 10:00 a.m. London time one Business Day prior to each due date of the principal of and interest on any Note, the Issuers shall deposit with a Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Issuers shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall hold for the benefit of Holders or the Trustee all money held by a Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee in writing of any default by the Issuers in making any such payment. If any of the Issuers or a Wholly Owned Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it for the benefit of the Persons entitled thereto. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee (or the Trustees designee) and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, a Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee (or its designee) shall serve as Paying Agent for the Notes.
Section 2.06 Holder Lists . The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar or if the Paying Agent is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee and the Paying Agent, as applicable, in writing at least five Business Days before each interest payment record date and at such other times as the Trustee or the Paying Agent, as applicable, may request in writing, a list in such form and as of such date as the Trustee or the Paying Agent, as applicable, may reasonably require of the names and addresses of Holders.
Section 2.07 Transfer and Exchange . The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuers shall execute and the Trustee or Authenticating Agent shall authenticate Notes at the Registrars request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in
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connection with any transfer or exchange pursuant to this Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes (i) selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed), (ii) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (iii) between a regular record date and the next succeeding interest payment date.
Prior to the due presentation for registration of transfer of any Note, the Issuers, the Guarantors, the Trustee, the Paying Agent and the Registrar shall deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.
All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Section 2.08 Replacement Notes . If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee or Authenticating Agent shall authenticate a replacement Note if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) satisfies the Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a protected purchaser ) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuers to protect the Issuers, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys fees and disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuers in their discretion may pay such Note instead of issuing a new Note in replacement thereof.
Every replacement Note is an additional obligation of the Issuers.
The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.
Section 2.09 Outstanding Notes . Notes outstanding at any time are all Notes authenticated by the Trustee or the Authenticating Agent except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08 and those described in this Section as not outstanding. Subject to Section 13.06, a Note does not cease to be outstanding because the Issuers or an Affiliate of either of the Issuers holds the Note.
If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Issuers receive proof satisfactory to them that the replaced Note is held by a protected purchaser.
If a Paying Agent segregates, in accordance with this Indenture, on a redemption date or maturity date or any date of purchase pursuant to an offer to purchase money sufficient to pay all principal and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed, maturing or purchased, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.
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Section 2.10 Temporary Notes . In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Issuers may prepare and the Trustee or Authenticating Agent shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and the Trustee or Authenticating Agent shall authenticate Definitive Notes and make them available for delivery in exchange for temporary Notes upon surrender of such temporary Notes at the office or agency of the Issuers, without charge to the Holder. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as Definitive Notes.
Section 2.11 Cancellation . The Issuers at any time may deliver Notes to the Trustee or the Registrar for cancellation. The Registrar and each Paying Agent may forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act and the Trustee), except that so long as the Notes are denominated in euro currency, the Registrar may cancel Notes whenever the Trustee may do so. The Issuers may not issue new Notes to replace Notes they have redeemed, paid or delivered to the Trustee or the Registrar for cancellation. The Trustee or Authenticating Agent shall not authenticate Notes in place of cancelled Notes other than pursuant to the terms of this Indenture.
Section 2.12 Defaulted Interest . If the Issuers default in a payment of interest on the Notes, the Issuers shall pay the defaulted interest then borne by the Notes (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall fix or cause to be fixed any such special record date and payment and shall promptly send or cause to be sent to each affected Holder, the Paying Agent and the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
Section 2.13 Common Code, ISINs, etc. The Issuers in issuing the Notes may use ISINs and Common Code numbers (if then generally in use) and, if so, the Trustee, the Registrar or the Paying Agent shall use ISINs and Common Code numbers in notices of redemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Notes or as contained in any notice of a redemption that reliance may be placed only on the other identification numbers printed on the Notes and that any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers shall promptly advise the Trustee, the Registrar and the Paying Agent in writing of any change in the ISINs and Common Code numbers.
Section 2.14 Calculation of Principal Amount of Notes . The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 13.06 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officers Certificate.
ARTICLE 3
REDEMPTION
Section 3.01 Redemption . The Notes may be redeemed, in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and
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unpaid interest to, but excluding, the redemption date, and, in the case of a redemption pursuant to the Redemption for Taxation Reasons provisions of Paragraph 5 of the Notes all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date.
Section 3.02 Applicability of Article . Redemption of Notes at the election of the Issuers or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.
Section 3.03 Notices to Trustee . If the Issuers elect to redeem Notes pursuant to the optional redemption provisions or Redemption for Taxation Reasons provisions of Paragraph 5 of the Notes they shall notify the Trustee and Paying Agent in writing of (i) the paragraph or subparagraph of such Note and the Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. The Issuers shall give notice to the Trustee, the Registrar and the Paying Agent provided for in this Section 3.03 at least 30 days but not more than 60 days before a redemption date if the redemption is pursuant to Paragraph 5 of the Note, provided , notice may be given more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01. Such notice shall be accompanied by an Officers Certificate from the Issuers to the effect that such redemption will comply with the conditions herein. Any such notice may be cancelled at any time by written notice to the Trustee, the Registrar and the Paying Agent prior to notice of such redemption being sent to any Holder and shall thereby be void and of no effect.
In addition, if the Issuers elect to redeem Notes pursuant to the optional redemption or redemption for tax reasons provisions of Paragraph 5 of the Notes prior to the publication or mailing of any notice of redemption of any Notes pursuant to the foregoing, the Issuers shall deliver to the Trustee and the Paying Agent (a) an Officers Certificate stating that they are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of the Issuers choosing of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee shall accept and shall be entitled to rely on such Officers Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
Section 3.04 Selection of Notes to Be Redeemed . In the case of any partial redemption, the Registrar will select Notes for redemption pro rata, by lot or by such other method as the Registrar shall deem fair and appropriate and Euroclear and Clearstream will select the Notes in accordance with the procedures of Euroclear and Clearstream or the relevant clearing system (including by the pro rata reduction of the principal amount of all Notes by the application of a pool factor in accordance with the normal procedures of Euroclear and Clearstream); provided that no Notes in denominations of 100,000 or less shall be redeemed in part. The Registrar shall make the selection from outstanding Notes not previously called for redemption. The Registrar may select for redemption portions of the principal of Notes that have denominations larger than 100,000. Notes and portions of them that the Registrar selects shall be in principal amounts of 100,000 or any integral multiple of 1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Registrar shall notify the Issuers and the Trustee as soon as practicable of the Notes or portions of Notes to be redeemed.
After the redemption date, upon surrender of the Note to be redeemed in part only, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same Indebtedness to the extent not redeemed shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect such partial redemption). Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the Notes or portions thereof called for redemption, unless the Issuers default in the delivery of the redemption amount.
If and for so long as any Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules of the Luxembourg Stock Exchange so require, any redemption notice to the Holders of the relevant Notes shall also be published in a newspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or, to the extent and in the manner permitted by such rules, post such notice on the official website of the Luxembourg Stock Exchange (www.bourse.lu), and, in connection with any redemption, the Company will notify the Luxembourg Stock Exchange of any change in the principal amount of Notes outstanding.
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Section 3.05 Notice of Redemption .
(a) At least 30 days but not more than 60 days prior to a redemption date pursuant to the optional redemption or redemption for tax reasons provisions of Paragraph 5 of the Note, the Issuers shall mail or cause to be mailed by first-class mail (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) a notice of redemption to each Holder whose Notes are to be redeemed at such Holders registered address (except that such notice of redemption may be mailed (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01).
Any such notice shall identify the Notes to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price and the amount of accrued and unpaid interest to the redemption date; provided that in connection with a redemption under the second subparagraph of Paragraph 5 of the Note, the initial notice need not set forth the redemption price but only the manner of calculation thereof;
(iii) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
(iv) the name and address of the Paying Agent;
(v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued interest and, in the case of a redemption pursuant to the redemption for tax reasons provisions of Paragraph 5 of the Notes, all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date;
(vi) if fewer than all the outstanding Notes are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be redeemed, the aggregate principal amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;
(vii) that, unless the Issuers default in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date;
(viii) the ISIN and/or Common Code number, if any, printed on the Notes being redeemed; and
(ix) that no representation is made as to the correctness or accuracy of the ISIN and/or Common Code number, if any, listed in such notice or printed on the Notes.
(b) At the Issuers written request, the Paying Agent shall give the notice of redemption in the Issuers name and at the Issuers expense. In such event, the Issuers shall provide the Trustee with the information required by this Section at least 15 days (or such shorter period as shall be acceptable to the Paying Agent) prior to the date such notice is to be provided to Holders.
Section 3.06 Effect of Notice of Redemption . Once notice of redemption is mailed or sent in accordance with Section 3.05, Notes called for redemption become due and payable on the redemption date and at the redemption price stated in the notice, except as provided in Paragraph 5(c) under the Optional Redemption provisions of the Notes, or Paragraph 5(c) under the Redemption for Taxation Reasons provisions of the Notes. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus
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accrued interest, to, but not including, the redemption date; provided , however , that if the redemption date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
Section 3.07 Deposit of Redemption Price . With respect to any Notes, one Business Day prior to the redemption date, the Issuers shall deposit with the Paying Agent (or, if any of the Issuers or a Wholly Owned Subsidiary of the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuers to the Trustee or the Registrar for cancellation. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuers have deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest on, the Notes to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture or applicable law.
Section 3.08 Notes Redeemed in Part . Upon surrender of a Note that is redeemed in part, the Issuers shall execute and the Trustee or the Authenticating Agent shall authenticate for the Holder (at the Issuers expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered; provided that each new Note shall be in a principal amount of 100,000 or an integral multiple of 1,000 in excess thereof.
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes . The Issuers shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. An installment of principal or interest shall be considered paid on the date due if on the Business Day prior to such date the Trustee or the Paying Agent holds as of 10:00 a.m., London time, money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
The Issuers shall pay interest on overdue principal at the rate specified therefor in the Notes, and they shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful.
Section 4.02 Reports and Other Information .
(a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company shall furnish to the Trustee: (1) within 120 days after the end of each fiscal year end of the Company, audited year-end consolidated financial statements of the Company and its Subsidiaries (including a balance sheet, statement of operations and a statement of cash flows and related footnotes) prepared in accordance with GAAP, except as noted therein, plus a Managements Discussion and Analysis of Financial Condition and Results of Operations and a presentation of earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited quarterly consolidated financial statements of the Company and its Subsidiaries (including a balance sheet, statement of operations or a statement of cash flows and related footnotes) prepared in accordance with GAAP, except as noted therein, plus a Managements Discussion and Analysis of Financial Condition and Results of Operations and a presentation of earnings before interest, taxes, depreciation and amortization of the Company and its Subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum; (3) within ten (10) Business Days after the occurrence of such an event, the information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b), 5.02(c) and 5.02(d) (other than with respect to information required or contemplated by Item 402 of Regulation S-K) if the Company were required to file such reports; provided , however , that no such current report will be required to
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be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided further that no such current report will be required to include a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director or officer; and (4) with respect to the annual financial statements only, a report on the annual financial statements by Companys independent registered public accounting firm; it being understood that for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall not be required to include, except as otherwise provided in this paragraph, any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any push down accounting adjustment.
(b) Notwithstanding the foregoing, (a) the Company will not be required to furnish any information, certificates or reports required by (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation S-K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein or (iii) Rule 3-05, 3-09 and 3-10 of Regulation S-X; (b) such reports shall not be required to present compensation or beneficial ownership information; (c) such reports shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K (except this clause (c) shall not apply to any financial statements otherwise expressly required to be provided under this Section 4.02); and the financial statements required of any acquired businesses will be limited to the financial statements (in whatever form) that the Company receives in connection with any such acquisition, whether or not audited.
(c) The Company shall deliver such information and such reports to any Holder of a Note and, upon request, to any beneficial owner of the Notes, in each case by posting such information on password-protected website which will require a confidentiality acknowledgment, and will make such information readily available to any prospective investor in the Notes that certifies that it is an eligible purchaser of the Notes, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes, in each case who (i) agrees to treat such information as confidential or (ii) accesses such information on such password-protected website which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective investor in the Notes, securities analyst (to the extent providing analysis of investment in the Notes) or market maker in the Notes. The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) to discuss such financial information within ten (10) Business Days after distribution of such financial information or otherwise providing substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability); it being understood that any customary quarterly earnings calls with public equity holders shall be deemed to constitute such quarterly conference calls for all Holders and such securities analysts.
(d) To the extent not satisfied by the foregoing, the Company will also furnish to Holders, securities analysts (to the extent providing analysis of investment in the Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act.
(e) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by clauses (a)(1) and (2) of Section 4.02 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.
(f) The Company will be deemed to have furnished the reports referred to in Section 4.02(a) if the Company has filed reports containing such information with the SEC. The Trustee shall have no duty to monitor whether any such filings have been made.
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(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustees receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Companys compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers Certificate).
(h) To the extent that any reports or other information is not furnished within the time periods specified above and such reports or other information is subsequently furnished prior to the time such failure results in an Event of Default, the Issuers will be deemed to have satisfied their obligations with respect thereto and any Default with respect thereto shall be deemed to have been cured. Notwithstanding anything herein to the contrary, the Issuers will not be deemed to have failed to comply with any of their obligations hereunder for purposes of Section 6.01(c) until 90 days after the date of any report hereunder is due.
Section 4.03 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, incur and collectively, an incurrence ) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided , however , that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided further that the aggregate amount of Indebtedness (including Acquired Indebtedness) that may be incurred and, Disqualified Stock or Preferred Stock that may be issued pursuant to the foregoing by non-Guarantor Subsidiaries shall not exceed the greater of (x) $250.0 million and (y) 3.5% of Consolidated Total Assets, at any one time outstanding, on a pro forma basis (including pro forma application of the proceeds therefrom).
(b) Section 4.03(a) shall not apply to:
(i) Indebtedness incurred pursuant to Credit Facilities (and the issuance and creation of letters of credit and bankers acceptances thereunder (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof)) by the Company or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (i) and then outstanding does not exceed the greater of $2,700.0 million and (b) the Borrowing Base as of the date of such incurrence;
(ii) the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) issued on the Issue Date;
(iii) the incurrence by the Company and its Restricted Subsidiaries of (a) the Existing Indebtedness and (b) the Existing Notes;
(iv) (x) Indebtedness (including Capitalized Lease Obligations) incurred or Disqualified Stock issued by the Company or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, replacement or improvement of property (real or personal) or equipment, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and (y) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refund, refinance or replace any other Indebtedness incurred or Disqualified Stock or Preferred Stock issued
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pursuant to this clause (iv); provided that the aggregate amount of Indebtedness incurred and Disqualified Stock and Preferred Stock issued pursuant to clauses (x) and (y) of this clause (iv) does not exceed the greater of (A) $200.0 million and (B) 3.0% of Consolidated Total Assets at any one time outstanding;
(v) Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments supporting trade payables, discounted bills of exchange, the discounting or factoring of receivables for credit management purposes, bankers acceptances, warehouse receipts or other similar facilities issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance (including premiums related thereto) or other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;
(vi) Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with an acquisition or disposition of any business or assets or a Subsidiary in accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Company or any Restricted Subsidiary pursuant to any such agreement;
(vii) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor or FinCo is expressly subordinated in right of payment to the Notes to the extent that such subordination is permitted by applicable law; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);
(viii) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor or FinCo incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor or FinCo, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor to the extent that such subordination is permitted by applicable law; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (viii);
(ix) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (ix);
(x) (A) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; and (B) Indebtedness in respect of any Bank Products or Cash Management Services provided by any lender party to any Senior Credit Facilities or any affiliate of such lender (or any Person that was a lender or an affiliate of a lender at the time the applicable agreement pursuant to which such Bank Products or Cash Management Services are provided was entered into) in the ordinary course of business;
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(xi) obligations (including reimbursement obligations with respect to guaranties, letters of credit, bank guarantees or other similar instruments) in respect of tenders, statutory obligations, leases, governmental contracts, trade contracts, stay, performance, bid, customs, appeal and surety bonds and performance and/or return of money bonds and completion guarantees or other obligations of a like nature provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice or industry practices;
(xii) Indebtedness or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (xii)(b), does not at any one time outstanding exceed the greater of (x) $500.0 million and (y) 7.0% of Consolidated Total Assets; ( provided that (x) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued by non-Guarantor Subsidiaries pursuant to this clause (xii) shall not exceed the greater of (a) $250.0 million at any one time outstanding or (b) 3.5% of Consolidated Total Assets and (y) any Indebtedness incurred or Disqualified Stock or Preferred Stock issued pursuant to this clause (xii) shall cease to be deemed incurred, issued or outstanding for purposes of this clause (xii) but shall be deemed incurred or issued for the purposes of Section 4.03(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified Stock or Preferred Stock under Section 4.03(a) without reliance on this clause (xii));
(xiii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or issuance of Disqualified Stock or the issuance by any Restricted Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew or defease any Indebtedness incurred (including any existing commitments unutilized thereunder) or Disqualified Stock or Preferred Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii) and (iv) above, this clause (xiii) and clause (xiv) below of this Section 4.03(b) or any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance or renew such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness incurred or Disqualified Stock or Preferred Stock issued to pay accrued interest and dividends, premiums (including tender premiums), defeasance costs and fees and expenses (including original issue discount, upfront fees or similar fees) in connection therewith (the Refinancing Indebtedness ) prior to its respective maturity; provided , however , that such Refinancing Indebtedness:
(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred or issued which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased (except by virtue of prepayment of such Indebtedness);
(2) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (x) Indebtedness subordinated to or pari passu with the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with the Notes or the Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (y) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and
(3) shall not include (x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, (y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor, or (z) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; or
(4) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases Indebtedness secured by Liens junior in priority to the Liens securing the Notes or any Guarantee, such Refinancing Indebtedness is secured by Liens junior in priority to the Liens securing the Notes or such Guarantee;
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(xiv) (x) Indebtedness or Disqualified Stock of the Company or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition, merger, consolidation or amalgamation or investment or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into or amalgamated or consolidated with or into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture or that is assumed by the Company or any Restricted Subsidiary in connection with such acquisition, which with respect to this clause (y) is not incurred by such Persons in connection with, or in anticipation of, such acquisition, merger, amalgamation or consolidation; provided that after giving effect to such acquisition, merger, amalgamation or consolidation or investment, either:
(1) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
(2) the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition, merger, amalgamation or consolidation;
(xv) Indebtedness (1) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (2) in respect of any commercial credit cards, stored value cards, purchasing cards, treasury management, check drawing and automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items, interstate depository network services, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management), dealer incentive, supplier finance or similar programs, current account facilities, netting services, employee credit card programs, overdraft facilities, foreign exchange facilities, payment facilities and, in each case, similar arrangements and cash management arrangements entered into in the ordinary course of business;
(xvi) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;
(xvii) (1) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or (2) any guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of this Indenture; provided that such guarantee is incurred in accordance with Section 4.11;
(xviii) Indebtedness of non-Guarantor Subsidiaries of the Company incurred not to exceed, together with any other Indebtedness incurred under this clause (xviii) at any one time outstanding, the greater of (x) $200.0 million and (y) 3.0% of Consolidated Total Assets (it being understood that any Indebtedness incurred pursuant to this clause (xviii) shall cease to be deemed incurred or outstanding for purposes of this clause (xviii) but shall be deemed incurred for the purposes of Section 4.03(a) from and after the first date on which the applicable non-Guarantor Subsidiary could have incurred such Indebtedness under Section 4.03(a) without reliance on this clause (xviii);
(xix) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (1) the financing of insurance premiums, (2) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business and/or (3) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;
(xx) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to any stockholders of any direct or indirect Parent Company or any future, present or former
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employee, officer, director, member of management, consultant or independent contractor (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing), or any direct or indirect parent thereof, in each case to finance the purchase or redemption of Equity Interests of the Company, a Restricted Subsidiary or any of their direct or indirect parent companies to the extent described in Section 4.04(b)(v);
(xxi) (a) to the extent constituting Indebtedness, obligations of the Company or a Restricted Subsidiary, in a Receivables Facility and (b) to the extent constituting Indebtedness, obligations of the Company or a Restricted Subsidiary as seller or servicer under a Receivables Facility and any guarantee by the Company of such Indebtedness;
(xxii) Indebtedness of the Company or any Restricted Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business;
(xxiii) Indebtedness consisting of obligations owing under supply, customer, distribution, license, lease or similar agreements entered into in the ordinary course of business;
(xxiv) Indebtedness representing deferred compensation to directors, officers, employees, members of management, managers or consultants of the Company or any of its Restricted Subsidiaries or any direct or indirect Parent Company incurred in the ordinary course of business and deferred compensation or any Investments or any Restricted Payments permitted pursuant to Section 4.04;
(xxv) Indebtedness in respect of letters of credit, bank guaranties, surety bonds, performance bonds and similar instruments issued for general corporate purposes in the ordinary course of business;
(xxvi) Indebtedness arising out of any Sale and Lease-Back Transaction incurred in the ordinary course of business or consistent with industry practice; and
(xxvii) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xxvi) above.
For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xxvii) above or is entitled to be incurred pursuant to Section 4.03(a), then the Issuers shall, in their sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.03; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under Section 4.03(b)(i). In addition, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to the second paragraph of this covenant (other than clause (xiv) above) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under Section 4.03(a) or clause (xiv) above, then the Fixed Charge Coverage Ratio, or applicable leverage ratio, will be calculated with respect to such incurrence or issuance under Section 4.03(a) or clause (xiv) above without regard to any incurrence or issuance under Section 4.03(b) (other than clause (xiv) above). Unless the Company elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) will be deemed incurred or issued first under Section 4.03(a) or clause (xiv) to the extent permitted, with the balance incurred or issued under Section 4.03(b) (other than clause (xiv)).
Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.03. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of
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Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.03. Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to clauses (i), (ii), (iii), (iv), (xii), (xiii), (xiv) and (xviii), of Section 4.03(b) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under the Initial ABL Facility, will be permitted to include an amount equal to any unutilized Initial ABL Facility being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (plus premium (including tender premiums), fees, defeasance costs, accrued interest and expenses including original issue discount, upfront fees or similar fees) does not exceed the principal amount of such Indebtedness being refinanced.
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The principal amount of Indebtedness outstanding under any clause of this Section 4.03 shall be determined after giving effect to the appreciation of proceeds of any such Indebtedness to refinance any other such Indebtedness.
The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantors Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.
For purposes of this Indenture (1) unsecured Indebtedness shall not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be deemed to be subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.
Section 4.04 Limitation on Restricted Payments .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:
(i) declare or pay any dividend or make any other payment or any distribution on account of the Companys, or any of its Restricted Subsidiaries Equity Interests (in each case, solely in such Persons capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger or consolidation other than (A) dividends or distributions by the Company payable solely
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in Equity Interests (other than Disqualified Stock) of the Company; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;
(ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation, in each case held by Persons other than the Company or a Restricted Subsidiary;
(iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Company or a Guarantor, other than (A) Indebtedness permitted under clauses (vii) and (viii) of Section 4.03(b); or (B) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or
(iv) make any Restricted Investment;
(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as Restricted Payments ), unless, at the time of such Restricted Payment:
(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;
(2) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 4.03(a); and
(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (vii)(c) and (ix) of Section 4.04(b) but excluding all other Restricted Payments permitted by Section 4.04(b) hereof), is less than the sum of (without duplication):
(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning on January 1, 2017 to the end of the Companys most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus
(B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by the Company since January 1, 2017 from the issue or sale of: (i) (A) Equity Interests of the Company, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of Equity Interests to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any direct or indirect Parent Company since January 1, 2017 to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of Section 4.04(b) hereof; and (B) to the extent such net cash proceeds or other property are actually contributed to the Company, Equity Interests of the Companys direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated
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Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (iv) of Section 4.04(b) hereof); or (ii) debt of the Company or any Restricted Subsidiary that has been converted into or exchanged for Equity Interests of the Company or its direct or indirect parent companies; provided, however, that this clause (B) shall not include the proceeds from (V) Designated Preferred Stock, (W) Refunding Capital Stock, (X) Equity Interests or convertible debt securities of the Company sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (Z) Excluded Contributions; plus
(C) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) contributed to the capital of the Company following the Issue Date (other than (i) by a Restricted Subsidiary, (ii) Designated Preferred Stock, (iii) Refunding Capital Stock, (iv) Disqualified Stock or debt securities that have been converted into Disqualified Stock and (v) from any Excluded Contributions); plus
(D) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property (other than cash) received by means of:
(I) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries, repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries, repayments of loans or advances, releases of guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, return of capital, income, profits and other amounts realized as a return or Investment from any Restricted Investment by the Company or its Restricted Subsidiaries, in each case since January 1, 2017 (other than in each case to the extent the Restricted Investment was made in an Unrestricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b)); or
(II) the sale or other distribution (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary in an Unrestricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b) or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary since January 1, 2017; plus
(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment of the Company or the Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation or at the time of such merger, amalgamation, consolidation or transfer of assets (or the assets transferred or conveyed, as applicable), as determined by the Company in good faith or, if such fair market value may exceed $50.0 million, by the board of directors of the Company, a copy of the resolution of which with respect thereto will be delivered to the Trustee at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clauses (xi), (xii) or (xx) of Section 4.04(b)) or to the extent such Investment constituted a Permitted Investment; plus
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(F) $200.0 million.
(b) Section 4.04(a) shall not prohibit:
(i) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or distribution such dividend, distribution or redemption payment would have complied with the provisions of this Indenture (assuming, in the case of a redemption payment, the giving of the notice would have been deemed a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time);
(ii) (A) the redemption, repurchase, retirement or other acquisition of any Equity Interests ( Treasury Capital Stock ) or Subordinated Indebtedness of the Company, any direct or indirect Parent Company or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of, Equity Interests of the Company or any direct or indirect Parent Company to the extent any such proceeds are contributed to the Company (in each case, other than any Disqualified Stock) ( Refunding Capital Stock );
(B) the declaration and payment of accrued dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) of any Refunding Capital Stock; and
(C) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (vi) of this Section 4.04(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect Parent Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
(iii) the principal payment on, redemption, repurchase, defeasance, exchange or other acquisition or retirement of (x) Subordinated Indebtedness of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, new Indebtedness of the Company or a Guarantor, as the case may be, or (y) Disqualified Stock of the Company or a Guarantor made by exchange for, or out of the proceeds of the sale of, Disqualified Stock of the Company or a Guarantor, that, in each case, is made within 120 days of such sale and is incurred in compliance with Section 4.03 so long as:
(A) the principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired, any tender premiums, plus any defeasance costs, accrued interest and any fees and expenses (including original issue discount, upfront or similar fees) incurred in connection therewith;
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(B) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired for value;
(C) such new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired; and
(D) such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity at the time incurred equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so repaid, repurchased, redeemed, defeased, exchanged, acquired or retired;
(iv) the making of cash distributions by the Company to its equity holders, members or partners in an amount not to exceed the Tax Amount;
(v) a Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement (and including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Company or any direct or indirect Parent Company in connection with any such repurchase, retirement or other acquisition and any tax related thereto); provided , however , that the aggregate amounts made under this clause (iv) do not exceed $50.0 million in any calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed:
(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Companys direct or indirect parent companies, in each case to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.04(a) hereof; plus, in respect of any sale of Equity Interests in connection with an exercise of stock options, an amount equal to the amount required to be withheld by the Company or any of its direct or indirect parent companies in connection with such exercise under applicable law to the extent such amount is repaid to the Company or its direct or indirect Parent Company, as applicable, constituted a Restricted Payment and has not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.04(a) hereof; plus
(B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries or any of its direct or indirect parent companies after the Issue Date; plus
(C) the amount of any cash bonuses otherwise payable to employees, officers, directors, members of management, consultants of the Company, any of its Subsidiaries or any of its direct or indirect companies that are foregone in return for receipt of Equity Interests; less
(D) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause (v);
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and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of the Companys direct or indirect parent companies or any of the Companys Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture;
(vi) the declaration and payment of dividends or distributions to Holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted Subsidiary issued or incurred in accordance with Section 4.03 hereof to the extent such dividends are included in the definition of Fixed Charges ;
(vii) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company or any of its Restricted Subsidiaries after the Issue Date; (b) the declaration and payment of dividends or distributions to a direct or indirect Parent Company, the proceeds of which will be used to fund the payment of dividends to Holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such Parent Company issued after the Issue Date; or (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (ii) of this Section 4.04(b); provided , however , in the case of each of (a), (b) and (c) of this clause (vi), that (i) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 and (ii) the aggregate amount of dividends paid pursuant to subclauses (a) and (b) of this clause (vi) will not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;
(viii) redemptions, repurchases, retirements or other acquisitions of Equity Interests deemed to occur (a) upon exercise of stock options or warrants or other securities convertible into or exchangeable for Equity Interests if such Equity Interests represent all or a portion of the exercise price of such options or warrants or other securities convertible into or exchangeable for Equity Interests and (b) in connection with the withholding portion of the Equity Interests granted or awarded to any future, present or former employee, officer, director, member of management, manager or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company or any of its Subsidiaries to pay for the taxes payable by such Persons upon such grant or award;
(ix) declaration and payment of dividends on the Companys common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entitys common stock), following any public offering of the Companys common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any public offering, other than public offerings with respect to the Companys common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;
(x) Restricted Payments in an amount that does not exceed the amount of Excluded Contributions made since the Issue Date;
(xi) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (xi) that are at the time outstanding not to exceed the greater of (x) $200.0 million and (y) 3.0% of Consolidated Total Assets;
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(xii) any Restricted Payments if immediately after giving pro forma effect thereto and the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not have exceeded 3.00 to 1.00;
(xiii) distributions or payments of Receivables Fees;
(xiv) any Restricted Payment used to fund the Refinancing;
(xv) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.06 and 4.08; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;
(xvi) the declaration and payment of dividends or distributions by the Company or a Restricted Subsidiary to, or the making of loans or advances to, any of their respective direct or indirect parent companies in amounts required for any direct or indirect parent companies to pay, in each case without duplication,
(A) franchise and similar taxes and other fees and expenses required to maintain their corporate existence of or the qualification to do business;
(B) customary wages, salary, bonus, severance and other benefits payable to, and indemnitees provided on behalf of current or former officers, directors, employees, members of management, consultants and/or independent contractors of any direct or indirect Parent Company and any payroll, social security or similar taxes thereof to the extent such wages, salaries, bonuses, severance, indemnification, obligations and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;
(C) interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any Restricted Subsidiary and that has been guaranteed by, or is otherwise, considered Indebtedness of, the Company incurred in accordance with Section 4.03;
(D) general corporate operating, legal and overhead costs and expenses of any direct or indirect Parent Company to the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries;
(E) audit and other accounting and reporting expenses at such direct or indirect Parent Company to the extent relating to the ownership or operations of the Company and/or its Restricted Subsidiaries;
(F) (i) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Company or any direct or indirect parent and (ii) consisting of payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Company, any Restricted Subsidiary or any direct or indirect Parent Company or any of their respective immediate family members;
(G) payments permitted under clause (iii) or (vii) of Section 4.07(b); and
(H) payments to finance any Investment permitted to be made pursuant to this Section 4.04; provided that (i) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (ii) such parent shall, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the
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Company or a Restricted Subsidiary or (B) the merger, consolidation or amalgamation (to the extent permitted pursuant to Section 5.01) of the Person formed or acquired into the Company or a Restricted Subsidiary in order to consummate such acquisition or Investment in a manner that causes such Investment to be a Permitted Investment, (iii) such direct or indirect Parent Company and its Affiliates (other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (iv) any property received by the Company shall not increase amounts available for Restricted Payments pursuant to clause (3) of Section 4.04(a) hereof and (v) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this Section 4.04 (other than pursuant to clause (ix) of this Section 4.04(b)) or pursuant to the definition of Permitted Investments;
(xvii) the distribution, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents) or the proceeds thereof;
(xviii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company, any of its Restricted Subsidiaries or any direct or indirect Parent Company;
(xix) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, that complies with Section 5.01;
(xx) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (xx) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash or marketable securities, not to exceed the sum of (a) the greater of (x) $100.0 million and (y) 1.5% of Consolidated Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) and (b) any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, however, that if any Investment pursuant to this clause (xx) is made in any Person that is not the Company or a Restricted Subsidiary at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) of the definition of Permitted Investments and shall cease to have been made pursuant to this clause (xx) for so long as such Person continues to be the Company or a Restricted Subsidiary;
provided , however , that at the time of, and after giving effect to, any Restricted Payment permitted under clause (xii) of Section 4.04(b) hereof, no Default shall have occurred and be continuing or would occur as a consequence thereof.
In determining whether any Restricted Payment is permitted by this Section 4.04, the Company and its Restricted Subsidiaries may allocate all or any portion of such Restricted Payment among the categories described in clauses (i) through (xx) of Section 4.04(b) or among such categories and the types of Restricted Payments described in Section 4.04(a) (including categorization in whole or in part as a Permitted Investment); provided that, at the time of such allocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of this Section 4.04 and provided , further that the Company and its Restricted Subsidiaries may reclassify all or a portion of such Restricted Payment or Permitted Investment in any manner that complies with this Section 4.04 (based on circumstances existing at the time of such reclassification), and following such reclassification such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this Section 4.04 to which such Restricted Payment or Permitted Investment has been reclassified. As of the Issue Date, all of the Companys Subsidiaries will be Restricted Subsidiaries. The Company shall not permit
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any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the second to last sentence of the definition of Unrestricted Subsidiary. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Investments in an amount determined as set forth in the last sentence of the definition of Investments. Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, whether pursuant to Section 4.04(a) or clauses (x), (xi) or (xii) of Section 4.04(b) or pursuant to the definition of Permitted Investment and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture.
Section 4.05 Dividend and Other Payment Restrictions Affecting Non-Guarantor Restricted Subsidiaries . The Company shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
(a) (i) pay dividends or make any other distributions to the Company or any of the Guarantors on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits; or (ii) pay any Indebtedness owed to the Company or any of its Guarantors;
(b) make loans or advances to the Company or any Guarantor; or
(c) sell, lease or transfer any of its properties or assets to the Company or any Guarantor, except, in each case, for such encumbrances or restrictions existing under or by reason of:
(i) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Existing Indenture, the Existing Notes and any related guarantees thereof;
(ii) this Indenture, the Notes and the related Guarantees;
(iii) purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property or assets so acquired;
(iv) applicable law or any applicable rule, regulation or order or the terms of any license, authorization, concession or permit provided by any Governmental Authority;
(v) any agreement or other instrument of a Person acquired (or assumed in connection with the acquisition of property) by the Company or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries;
(vi) contracts or agreements for the sale of assets, including any restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
(vii) Indebtedness otherwise permitted to be incurred pursuant to Section 4.03 and that apply solely to the assets securing such Indebtedness and/or the Restricted Subsidiaries incurring or guaranteeing such Indebtedness;
(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
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(ix) other Indebtedness, Disqualified Stock or Preferred Stock of such non-Guarantor Subsidiaries of the Company permitted to be incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.03;
(x) customary provisions in any partnership agreement, limited liability company organizational governance document, joint venture agreement and other similar agreement entered into in the ordinary course of business;
(xi) customary provisions contained in leases, subleases, licenses or sublicenses, Equity Interests or asset sale agreements and other similar agreements, including with respect to intellectual property, in each case, entered into in the ordinary course of business;
(xii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;
(xiii) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is incurred subsequent to the Issue Date, provided that such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred subsequent to the Issue Date under Section 4.03 and either (i) the provisions relating to such encumbrance or restriction contained in such Indebtedness are no less favorable to the Company in any material respect, taken as a whole, as determined by the Company in good faith, than the provisions contained in this Indenture or the Senior Credit Facilities as in effect on the Issue Date, (ii) are not more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (iii) will not materially impair the Issuers ability to make payments on the Notes when due, in each case in the good faith judgment of the Company;
(xiv) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 4.06 pending the consummation of such sale, transfer, lease or other disposition;
(xv) customary restrictions and conditions contained in the document relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this clause (15);
(xvi) restrictions created in connection with any Receivables Facility that in the good faith determination of the Company are necessary or advisable to effect such Receivables Facility;
(xvii) customary net worth or similar provisions contained in real property leases entered into by the Company or any Subsidiary in the ordinary course of business so long as the Company or such Subsidiary has determined in good faith that such net worth or similar provisions could not reasonably be expected to impair the ability of the Company or such Subsidiary to meet its ongoing obligations;
(xviii) any encumbrances or restrictions of the type referred to in Sections 4.05(a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (17) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive in any material respect with respect to such encumbrances and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and
(xix) agreements entered into in connection with a Sale and Lease-Back Transaction entered into in the ordinary course of business or consistent with industry practice.
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For purposes of determining compliance with this Section 4.05, (1) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of loans or advances made to the Company or a Restricted Subsidiary to other Indebtedness incurred by the Company or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.
Section 4.06 Asset Sales .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:
(i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value as determined in good faith by the Company (such fair market value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and
(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:
(a) any liabilities (as shown on the Companys or such Restricted Subsidiarys most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Companys or such Restricted Subsidiarys balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes or the Guarantees, that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
(b) any securities, notes or other obligations or assets received by the Company or any Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into Cash Equivalents, or by their terms are required to be satisfied for Cash Equivalents (to the extent of the Cash Equivalents received) within 365 days following the closing of such Asset Sale, and
(c) any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $150.0 million and (y) 2.0% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be Cash Equivalents for purposes of this Section 4.06(a) and for no other purpose.
(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at the Companys option, may apply the Net Proceeds from such Asset Sale,
(i) to the extent such Net Proceeds represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase or otherwise retire PP&E First Lien Obligations (and if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto) or (b) make an investment in (i) any one or more businesses primarily engaged in a
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Similar Business; provided that such investment in any business is in the form of (x) a merger with the Company or any Restricted Subsidiary, (y) the acquisition of Capital Stock that results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary or (z) the acquisition of Capital Stock or other assets of such business, (ii) properties, (iii) capital expenditures and (iv) the acquisition of Capital Stock or other assets, that in each of (i), (ii), (iii) or (iv), are used or useful in a Similar Business or replace the businesses, properties and assets that are subject of such Asset Sale; or
(ii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, (a) repay, prepay, defease, redeem, purchase otherwise retire Borrowing Base Priority Obligations or the Indebtedness of a Restricted Subsidiary that is not a Guarantor or (b) repay, prepay, defease, redeem, purchase or otherwise retire Indebtedness of the Company or any Guarantor that is not subordinated in right of payment to the Notes or the Guarantees, in each case owing to a person other than the Company or any Affiliate of the Company; provided that, with respect to this clause (b), the Company shall equally and ratably prepay, repay, redeem, reduce or purchase (or offer to prepay, repay, redeem, reduce or purchase, as applicable) Obligations under the Notes (and may elect to reduce other PP&E First Lien Obligations or Borrowing Base Priority Obligations) on a pro rata basis; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.01 through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts to, but not including, the date of redemption) or by an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Amounts, if any, to, but not including, the date of redemption, on the amount of Notes that would otherwise be prepaid; or
(iii) to the extent that such Net Proceeds do not represent proceeds from an Asset Sale of PP&E Collateral, to make an Investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in the case of each of (a), (b) and (c), replace the businesses, properties and/or other assets that are the subject of such Asset Sale; or
(iv) any combination of the foregoing;
provided that, in the case of clauses (i)(b) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an Acceptable Commitment ) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds (as defined below).
Notwithstanding the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a Foreign Disposition ) are prohibited or delayed by applicable local law from being repatriated to the United States, the amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be repatriated will be applied (whether or not repatriation actually occurs) in compliance with this covenant (net of any additional taxes that are or would be payable or reserved against as a result thereof) and (ii) to the extent that the Company has determined in good faith that repatriation of any or all of the Net Proceeds of any Foreign Disposition could have a material adverse tax consequence (which for the avoidance of doubt, includes, but is not limited to, any purchase whereby doing so the Issuer, any Restricted Subsidiary or any of their Affiliates and/or equity partners would incur a material tax liability, including a material tax dividend, material deemed dividend pursuant to Code Section 956 or material withholding tax), the amount equal to the Net Proceeds so
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affected will not be required to be applied in compliance with this covenant. For the avoidance of doubt, to the extent this covenant relates to Net Proceeds realized by any Excluded Subsidiary, this covenant shall be an obligation of the Company (and not such Excluded Subsidiary) to make a payment or an offer to purchase, in each case, measured by the amount of such Net Proceeds and nothing in Section 4.06 shall be construed as an obligation of any Excluded Subsidiary to make a payment or repatriate any Net Proceeds (or to effect an offer to purchase) or an obligation of the Company or any Guarantor to cause an Excluded Subsidiary to make a payment or repatriate Net Proceeds (or effect an offer to purchase).
Any Net Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute Excess Proceeds. When the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuers shall make an offer to all Holders of Notes (an Asset Sale Offer ), to purchase the maximum aggregate principal amount of the Notes that is at least 100,000 and an integral multiple of 1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed $60.0 million by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent, or otherwise in accordance with the procedures of Euroclear and Clearstream or the relevant clearing system.
To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to compliance with other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Issuers or the Registrar shall select the Notes to be purchased in the manner described in Section 3.04. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero (regardless of whether there are any remaining Excess Proceeds upon such completion).
Pending the final application of any Net Proceeds pursuant to this Section 4.06, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.
The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
Section 4.07 Transactions with Affiliates .
(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an Affiliate Transaction ) involving aggregate payments or consideration in excess of $30.0 million, unless:
(i) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arms-length basis or, if in the good faith judgment of the board of directors of the Company no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view; and
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(ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $60.0 million, a resolution adopted in good faith by the majority of the board of directors of the Company approving such Affiliate Transaction and set forth in an Officers Certificate certifying that such Affiliate Transaction complies with clause (i) above.
(b) Section 4.07(a) shall not apply to the following:
(i) transactions between or among the Company or any of its Restricted Subsidiaries, or an entity that becomes a Restricted Subsidiary as a result of such transaction, and any merger, consolidation or amalgamation of the Company and any direct or indirect parent of the Company; provided that such parent shall have no material liabilities and no material assets other than cash, Cash Equivalents and Capital Stock of the Company (or a Parent Company thereof) and such merger, consolidation or amalgamation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;
(ii) Restricted Payments permitted by Section 4.04 and Investments constituting Permitted Investments;
(iii) the payment of customary fees, reasonable out-of-pocket costs to and reimbursement of expenses and compensation paid to, and indemnities provided on behalf of or for the benefit of, future, present or former employees, officers, members of the board of directors (or similar governing body), members of management, managers, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Company, any of its direct or indirect parent companies or any of its subsidiaries, in each case, in the ordinary course of business;
(iv) any agreement as in effect as of the Issue Date, or any amendment, modification or extension thereof (so long as any such amendment is not disadvantageous in any material respect to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date as determined in good faith by the Company) or any transaction contemplated thereby;
(v) (A) transactions with customers, clients, suppliers, joint ventures, contractors, or purchasers or sellers of goods or services or providers of employees or other labor, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the good faith determination of the board of directors (or similar governing body) of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been obtained at such time from an unaffiliated party on an arms-length basis or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business or the terms of any such transactions are no less favorable to the Company or Restricted Subsidiary participating in such joint ventures than they are to other joint venture partners;
(vi) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock or Preferred Stock) of the Company or a Restricted Subsidiary to any person and the granting and performance of customary registration rights;
(vii) payments by the Company or any of its Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Company in good faith or are otherwise permitted by this Indenture;
(viii) (A) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of
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the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and collective bargaining agreements, employment agreements, severance arrangements, compensatory (including profit sharing) arrangements, stock option plans, benefit plan, health, disability or similar insurance plan and other similar arrangements with such employees, officers, directors, managers, members of management, consultants or independent contractors (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) in each case, for bona fide business purposes and (B) any subscription agreement or similar agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with future, present or former employees, officers, directors, members of management, consultants or independent contractors approved by the board of directors (or equivalent governing body) of any direct or indirect Parent Company or of the Company or any Restricted Subsidiary in good faith;
(ix) the payment of all Refinancing Expenses incurred or owed after the Issue Date;
(x) any transaction effected as part of a Receivables Facility;
(xi) any contribution to the capital of the Company or any Restricted Subsidiary;
(xii) between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent of the Company; provided , however , that such director abstains from voting as a director of the Company or such direct or indirect parent of the Company or of a Restricted Subsidiary of the Company, as the case may be, on any matter involving such other Person;
(xiii) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the board of directors (or equivalent governing body) of the Company or any direct or indirect Parent Company, as appropriate, in good faith;
(xiv) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Company in an Officers Certificate) for the purposes of improving the consolidated tax efficiency of the Company and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;
(xv) any transaction with a Person (other than an Unrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person entered into in the ordinary course of business;
(xvi) pledges of Equity Interests of Unrestricted Subsidiaries;
(xvii) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;
(xviii) the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under any shareholder agreement;
(xix) licenses of, or other grants of rights to use, intellectual property granted by the Company or any Restricted Subsidiary in the ordinary course of business or consistent with industry practice;
(xx) contemporaneous purchases and/or sales by (a) the Company or any of its Restricted Subsidiaries and (b) an Affiliate, of assets, Capital Stock, bonds, notes, debentures or other debt securities, and bank loans, participations or similar obligations at substantially the same price;
(xxi) investments by any Permitted Holder, Parent Company or Affiliate in securities or Indebtedness of the Company or any Guarantor; and
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(xxii) without duplication of amounts permitted to be distributed under paragraph (2) above, entering into any tax allocation agreement pursuant to which the amount payable by the Company does not exceed the Tax Amount.
Section 4.08 Change of Control .
(a) Upon the occurrence of a Change of Control after the Issue Date, unless the Issuers have previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Section 3.01, the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the Change of Control Offer ) at a price in cash (the Change of Control Payment ) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date.
(b) Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and Paying Agent, to each Holder of Notes to the registered address of such Holder or otherwise electronically in accordance with the procedures of Euroclear and Clearstream, with the following information:
(i) that a Change of Control Offer is being made pursuant to this Section 4.08 and that such Holder has the right to require the Issuers to purchase all or a portion of such Holders Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the date of purchase, subject to the right of Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the purchase date;
(ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the Change of Control Payment Date );
(iii) that any Note not properly tendered will remain outstanding and continue to accrue interest;
(iv) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
(v) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control;
(vi) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled Option of Holder to Elect Purchase on the reverse of such Notes completed, to the applicable paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
(vii) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the applicable paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and
(viii) the instructions, as determined by the Issuers, consistent with this Section 4.08, that a Holder must follow.
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Notes purchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled at the option of the Issuers. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding.
The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the purchase by the Issuers of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.
(c) On the Change of Control Payment Date, the Issuers shall, to the extent permitted by law,
(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit with the applicable paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and
(3) deliver, or cause to be delivered, to the Paying Agent for cancellation the Notes so accepted together with an Officers Certificate to the Trustee and Paying Agent stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.
(d) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.08(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, to, but not including, the applicable redemption date.
(f) Other than as specifically provided in this Section 4.08, any purchase pursuant to this Section 4.08 shall be made pursuant to the provisions of Sections 3.04, 3.07 and 3.08 hereof.
Section 4.09 Compliance Certificate . The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company, beginning with the fiscal year ending on December 31, 2017, a certificate (the signer of which shall be the principal executive officer, the principal financial officer or the principal accounting officer of the Company) stating that in the course of the performance by the signer of the signers duties as an Officer of the Company the signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer knows of any such Default, the certificate shall describe such Default. The Company is also required, within ten (10) Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and the action the Issuers are taking or propose to take with respect thereto.
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Section 4.10 Further Instruments and Acts . The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Section 4.11 Future Guarantors . The Company shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Company or FinCo or any Guarantor), other than a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the Company or any Guarantor under the Credit Facilities incurred under clause (i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Company or FinCo or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless:
(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except with respect to a Guarantee of Indebtedness of the Company or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantors Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extend as such Indebtedness is subordinated to the Notes; and
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Company or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee;
provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) above and such Guarantee may be released at any time in the Companys sole discretion.
Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law.
Each Guarantee shall be released in accordance with Section 10.03.
Section 4.12 Liens . The Company shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Company or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom.
The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness will not be deemed to be an incurrence of Liens for purposes of this Section 4.12.
Section 4.13 Maintenance of Office or Agency .
(a) The Issuers shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The
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Issuers shall give prompt written notice to the Trustee, the Paying Agent and the Registrar of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the Registrar; provided that no service of legal process may be made against the Issuers at any office of the Registrar.
(b) The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency for such purposes. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
(c) The Issuers hereby designate the office of the Registrar or its agent as such office or agency of the Issuers in accordance with Section 2.04.
Section 4.14 Suspension of Certain Covenants .
(a) If, on any date following the Issue Date, (i) the Notes have an Investment Grade Rating from at least two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture then, beginning on that day and continuing at all times thereafter until the Reversion Date (as defined below) (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a Covenant Suspension Event ), the covenants specifically listed in Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.11 and clause (iv) of Section 5.01(a) of this Indenture (collectively, the Suspended Covenants and each individually, a Suspended Covenant ) will not be applicable to the Notes. In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the Reversion Date ) that the Notes no longer have an Investment Grade Rating from at least two of the Rating Agencies, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is called the Suspension Period.
On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period shall be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 shall be made as though Section 4.04 had been in effect prior to, but not during, the Suspension Period. No Default or Event of Default will be deemed to have occurred on the Reversion Date (or thereafter) under any Suspended Covenant solely as a result of any actions taken by the Company or its Restricted Subsidiaries, or events occurring, during the Suspension Period. On and after each Reversion Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period (and not in contemplation of the Reversion Date) so long as such contract and such consummation would have been permitted during such Suspension Period.
(b) For purposes of Section 4.05, on the Reversion Date, any contractual encumbrances or restrictions of the type specified in clause (a), (b) or (c) of Section 4.05 entered into during the Suspension Period will be deemed to have been in effect on the Issue Date, so that they are permitted under clause (1) of Section 4.05.
(c) For purposes of Section 4.06, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.
(d) For purposes of Section 4.07, any Affiliate Transaction entered into after the Reversion Date pursuant to a contract, agreement, loan, advance or guaranty with, or for the benefit of, any Affiliate of the Company entered into during the Suspension Period will be deemed to have been in effect as of the Issue Date for purposes of Section 4.07(b)(vi). Within 10 days following the Reversion Date, any Guarantees released solely upon the related Covenant Suspension Event shall be reinstated and the Company must comply with the terms of Section 4.11.
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(e) During a Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of Unrestricted Subsidiaries.
(f) The Issuers shall deliver promptly to the Trustee an Officers Certificate notifying it of the commencement or termination of any Suspension Period. The Trustee shall have no independent obligation to determine if a Suspension Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof.
Section 4.15 Limitations on FinCo . FinCo (and any successor to FinCo) shall not hold any material assets, become liable for any material obligations or engage in any trade or business activity, other than (1) the ownership of Equity Interests of the Company, (2) the incurrence of Indebtedness as a co-obligor or guarantor with respect to any Indebtedness that is permitted to be incurred by the Company or any of its Restricted Subsidiaries pursuant to Section 4.03 and (3) activities incidental to any of the foregoing.
Section 4.16 Additional Amounts . All payments of principal and interest on the Notes by the Issuers or any Guarantor (including, in each case, any successor entity) (each, a Payor ) will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge imposed by the United States, any other jurisdiction from or through which payment on any Note or Guarantee thereof is made, or any other jurisdiction in which a Payor is organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (or, in each case, any political subdivision or taxing authority thereof or therein having power to tax) (each, a Relevant Taxing Jurisdiction ), unless the withholding or deduction of such taxes, assessment or other government charge is required by law or the official interpretation or administration thereof. The Payor will, subject to the exceptions and limitations set forth below, pay such additional amounts ( Additional Amounts ) as are necessary in order that the net payment received by the beneficial holder, after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by a Relevant Taxing Jurisdiction, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(1) to the extent any tax, assessment or other governmental charge is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as:
(a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
(b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States or having been present in the United States;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax;
(d) being or having been a 10-percent shareholder of an Issuer as defined in section 871(h)(3) of the Code or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision;
(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the
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Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person (A) to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to a partial or complete exemption from such tax, assessment or other governmental charge or (B) to comply with any information gathering or reporting requirements or take any similar actions (including entering into any agreement with the U.S. Internal Revenue Service), in each case, that are required to obtain the maximum exemption from withholding that is available to payments received by or on behalf of the Holder;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Payor or a paying agent from the payment;
(5) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes;
(6) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note as a result of the presentation of any Note for payment (where presentation is required) by or on behalf of a Holder of Notes, if such payment could have been made without such withholding by presenting the relevant Note to at least one other paying agent in a member state of the European Union;
(7) to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(8) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or
(9) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7) and (8).
As used under this Section 4.16, the term United States means the United States of America, the states of the United States, and the District of Columbia.
Wherever in this Indenture or the Notes there is mentioned, in any context:
(1) the payment of principal;
(2) purchase prices in connection with a purchase of Notes;
(3) interest; or
(4) any other amount payable on or with respect to any Guarantee of a Note,
such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
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The Payor will pay and indemnify the Holders and beneficial owners of the Notes, the Trustee and Paying Agent for any present or future stamp, transfer, issue, registration, court or documentary taxes, or any other excise, property or similar taxes or similar charges or levies (including any related interest or penalties with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of, or receipt of payments with respect to, any Note, any Guarantee of a Note, the Indenture, or any other document or instrument in relation thereto (limited, solely to the extent of such taxes or similar charges or levies that arise from the receipt of any payments of principal or interest on the Notes, to any such taxes or similar charges or levies that are not excluded under clauses (1) through (3) and (5) through (8) or any combination thereof).
The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to the Notes or Guarantees thereof is made by or on behalf of such Payor, or any political subdivision or taxing authority or agency thereof or therein.
At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless an obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Issuers will be obligated to pay Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee an Officers Certificate stating that Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of such Notes on the relevant payment date.
Except as specifically provided under this Section 4.16, the Issuers will not be required to make any payments for any taxes, assessments or other governmental charges imposed by any government or political subdivision or any taxing authority of any government or political subdivision.
ARTICLE 5
SUCCESSOR COMPANY
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets .
(a) The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(i) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia (the Company or such Person, as the case may be, being herein called the Successor Company );
(ii) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Notes, this Indenture and the Security Documents pursuant to a supplemental indenture or other document or instrument;
(iii) immediately after such transaction, no Default shall have occurred and be continuing;
(iv) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either:
(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); or
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(B) the Fixed Charge Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction;
(v) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(b)(i)(B) shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Persons obligations under this Indenture and the Notes; and
(vi) the Successor Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger winding up, sale, assignment, transfer, lease, conveyance or other disposal and such supplemental indentures, if any, comply with the Indenture and all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
The Successor Company (if other than the Company) shall succeed to, and be substituted for the Company, as the case may be, under this Indenture and the Notes, and in such event the Company will automatically be released and discharged from its obligation under this Indenture and the Notes. Notwithstanding the foregoing clauses (iii) and (iv) of this Section 5.01(a), (A) any Restricted Subsidiary may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to the Company; (B) the Company may consolidate with or merge with or into or wind up into an Affiliate of the Company solely for the purpose of redomiciling the Company in a state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby; (C) the Company or any of its Subsidiaries may be converted into, or reorganized or reconstituted as a limited liability company, limited partnership or corporation in a state of the United States, the District of Columbia or any territory thereof; and (D) the Company may change its name.
(b) Subject to Section 10.03, no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or a Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:
(i) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the Successor Person ), (B) the Successor Person (if other than such Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture, such Guarantors related Guarantee and the Security Documents pursuant to supplemental indentures or other documents or instruments, (C) immediately after such transaction, no Default exists, and (D) the Successor Person shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger winding up, sale, assignment, transfer, lease, conveyance or other disposal and such supplemental indentures, if any, comply with the Indenture and all conditions precedent provided for in the Indenture relating to such transaction have been complied with; or
(ii) the transaction is made in compliance with clauses (i) and (ii) of Section 4.06(a) hereof.
Except as otherwise provided in this Indenture, the Successor Person (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantors Guarantee, and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantors Guarantee. Notwithstanding the foregoing, (1) any Guarantor may consolidate with or merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and
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assets to another Guarantor or to the Company, (2) a Guarantor may consolidate or merge with or into or wind up or convert into an Affiliate for the purpose of reincorporating such Guarantor in another state of the United States or the District of Columbia, (3) a Guarantor may convert into a Person organized or existing under the laws of a jurisdiction in the United States, (4) a Guarantor may liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the best interests of the Company and is not materially disadvantageous to the Holders of the Notes or (5) a Guarantor may change its name.
(c) FinCo may not consolidate or merge with or into or wind up into (whether or not FinCo is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) FinCo is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than FinCo) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or trust organized or existing under the laws of the United States, any state thereof or the District of Columbia (FinCo or such Person, as the case may be, being herein called the Successor FinCo);
(2) the Successor FinCo, if other than FinCo, expressly assumes all the obligations of FinCo under the Notes pursuant to a supplemental indenture or other document or instrument;
(3) immediately after such transaction, no Default shall have occurred and be continuing;
(4) the Successor FinCo shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that such consolidation, merger winding up, sale, assignment, transfer, lease, conveyance or other disposal and such supplemental indentures, if any, comply with the Indenture and all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
Clauses (iii) and (iv) of Section 5.01(a) shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and the Restricted Subsidiaries.
Section 5.02 Successor Corporation Substituted . Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company, FinCo or any Guarantor in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company, FinCo or any Guarantor, as the case may be, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company, FinCo or such Guarantor shall refer instead to the successor corporation and not to the Company, FinCo or such Guarantor, respectively), and may exercise every right and power of the Company, FinCo or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Company, FinCo or such Guarantor, respectively, herein; provided that the predecessor Company or FinCo shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, lease, conveyance or other disposition of all of the assets of the Company or FinCo, respectively, that meets the requirements of Section 5.01 hereof.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default . An Event of Default occurs if:
(a) there is a default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on any Note;
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(b) there is a default for 30 days or more in the payment when due of interest on or with respect to any Note;
(c) failure by the Company for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements described in Section 4.02;
(d) failure by the Company or any Guarantor for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (a), (b) and (c) above) contained in this Indenture or the Notes;
(e) there is a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of any Note, if both:
(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and
(ii) the principal amount of such Indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay any principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $150.0 million or more at any one time outstanding;
(f) failure by the Company or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, to pay final judgments aggregating in excess of $150.0 million, which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
(g) the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case;
(iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or
(iv) makes a general assignment for the benefit of its creditors;
(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(i) is for relief against the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in a proceeding in which the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
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(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary; or
(iii) orders the liquidation of the Company, FinCo or any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary;
and, in each case, the order or decree remains unstayed an in effect for 60 consecutive days;
(i) the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, shall for any reason cease to be in full force and effect or any responsible officer of any Guarantor that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, as the case may be, denies that it has any further liability under its or their Guarantee(s) or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or
(j) so long as the Security Documents have not otherwise been terminated in accordance with their terms or the Collateral as a whole of the Company or any Guarantor has not otherwise been released from the Lien of the Security Documents in accordance with the terms thereof, (a) default by the Company or any such Guarantor for 60 days after written notice given by the Trustee or Holders of at least 30% in aggregate principal amount of the then outstanding Notes in the performance of any covenant under the Security Documents which adversely effects, in any material respect, the enforceability, validity, perfection or priority of the Lien on the Collateral securing the Obligations under this Indenture and the Notes or which adversely affects the condition or value of the Collateral, in each case, taken as a whole, in any material respect, (b) repudiation or disaffirmation by the Company or any Guarantor, or any Person acting on behalf of the Company, of any of its material obligations under the Security Documents or (c) the determination in a judicial proceeding that all or any material portion of the Security Documents, taken as a whole, are unenforceable or invalid, for any reason, against the Company or any Guarantor with respect to any material portion of the Collateral.
(k) In the event of any Event of Default specified in clause (e) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:
(i) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or
(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
(iii) the default that is the basis for such Event of Default has been cured.
Section 6.02 Acceleration . If any Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 hereof with respect to the Company) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes by notice to the Company and the Paying Agent (and if given by the Holders, with a copy to the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, if any, and interest shall be due and payable immediately.
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Notwithstanding the foregoing, in the case of an Event of Default arising under clause (g) or (h) of Section 6.01 hereof with respect to the Company, all outstanding Notes shall be due and payable without further action or notice.
The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences:
(1) if the rescission would not conflict with any judgment or decree;
(2) if all existing Events of Default have been cured, waived, annulled or rescinded except nonpayment of principal or interest that has become due solely because of the acceleration;
(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid; and
(4) if the Company has paid the Trustee and the Paying Agent hereunder its reasonable compensation and reimbursed the Trustee and the Paying Agent for its expenses, disbursements and advances.
Section 6.03 Other Remedies . If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent permitted by law, all available remedies are cumulative.
Section 6.04 Waiver of Past Defaults . Provided the Notes are not then due and payable by reason of a declaration of acceleration, the Holders of not less than a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on the behalf of all Holders waive an existing Default or Event of Default and its consequences except (a) a continuing Default or Event of Default in the payment of the principal of or interest on a Note, (b) a continuing Default or Event of Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Company, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.
Section 6.05 Control by Majority . The Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
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Section 6.06 Limitation on Suits .
(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:
(i) such Holder has previously given the Trustee written notice that an Event of Default is continuing;
(ii) the Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee, in writing, to pursue the remedy;
(iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;
(iv) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
(v) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period.
(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).
Section 6.07 Rights of the Holders to Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 Collection Suit by Trustee . If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing with respect to Notes, the Trustee may recover judgment in its own name and as trustee of an express trust against any of the Issuers or the Guarantors on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in such Notes) and the amounts provided for in Section 7.06.
Section 6.09 Trustee May File Proofs of Claim . The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)), the agents hereunder and the Holders of Notes then outstanding allowed in any judicial proceedings relative to any of the Issuers or the Guarantors, its creditors or its property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian of the Notes in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06.
Section 6.10 Priorities . Subject to the Security Documents, including the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article 6 or, after an Event of Default, any money or other property distributable in respect of the Issuers obligations under this Indenture, it shall pay out the money or property shall be paid out in the following order:
FIRST : to the Trustee (including any predecessor trustee), the Paying Agent and the Registrar for amounts due under Section 7.06;
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SECOND : to the Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and
THIRD : to the Issuers.
The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section. At least 15 days before such record date, the Trustee shall send to each Holder and the Issuers a notice that states the record date, the payment date and amount to be paid.
Section 6.11 Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Notes.
Section 6.12 Waiver of Stay or Extension Laws . None of the Issuers or any Guarantor (to the extent they may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Issuers and the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee .
(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such persons own affairs.
(b) Except during the continuance of an Event of Default:
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein).
(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
(i) this Section 7.01(c) does not limit the effect of Sections 7.01(b) and 7.01(i);
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(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), (b), (c) and (i).
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers will be sufficient if signed by an Officer of each of the Issuers.
(i) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
Section 7.02 Rights of Trustee .
(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers Certificate and/or Opinion of Counsel.
(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes, suffers or omits to take in good faith which it believes to be authorized or within its discretion, rights or powers conferred upon it by this Indenture; provided , however , that the Trustees conduct does not constitute negligence, willful misconduct or bad faith.
(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
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investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney, at the expense of the Issuers and shall incur no liability of any kind by reason of such inquiry or investigation.
(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in principal amount of the outstanding Notes as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture.
(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof.
(k) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.
(m) The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
Section 7.03 Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights.
Section 7.04 Trustees Disclaimer . The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee, the Notes or any Security Document, it shall not be accountable for the Issuers use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuers or any Guarantor in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustees certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default unless a Trust Officer of the Trustee shall have received written notice thereof in accordance with Section 13.01 hereof from the Issuers, any Guarantor, the Paying Agent or any Holder at the Corporate Trust Office of the Trustee. In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holders of Notes and the Issuers having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Issuers compliance with or the breach of, or cause to be performed or observed, any representation, warranty, covenant or agreement of any Person, other than the Trustee, made in this Indenture.
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No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation.
Section 7.05 Notice of Defaults . If a Default occurs and is continuing and if it is actually known to a Trust Officer of the Trustee, the Trustee shall send to each Holder notice of the Default within the later of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of it is received by the Trustee, or promptly after discovery or obtaining notice if such discovery is made or notice is received 90 days after the Default occurs. Except in the case of a Default in the payment of principal of, premium (if any) or interest on any Note, the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.
Section 7.06 Compensation and Indemnity . The Issuers shall pay to the Trustee from time to time such compensation for its services as shall be agreed in writing between the Issuers and the Trustee. The Trustees compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, except any such disbursements, advances or expenses as may be attributable to its negligence, willful misconduct or bad faith as determined by a court of competent jurisdiction. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustees agents, counsel, accountants and experts. The Issuers and each Guarantor, jointly and severally, shall indemnify the Trustee and its officers, directors, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture and the Security Documents, including the costs and expenses of enforcing this Indenture, any Guarantee or any Security Document against the Issuers or a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the Issuers, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided , however , that any failure so to notify the Issuers shall not relieve the Issuers or any Guarantor of their indemnity obligations hereunder. The Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuers expense in the defense. Such indemnified parties may have separate counsel and the Issuers and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided , however , that the Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties defense and, in such indemnified parties reasonable judgment, there is no conflict of interest between the Issuers and the Guarantors, as applicable, and such parties in connection with such defense. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such partys own willful misconduct, gross negligence or bad faith as determined by a court of competent jurisdiction.
To secure the Issuers and the Guarantors payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes pursuant to Article 8 hereof or otherwise.
The Issuers and the Guarantors payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any Bankruptcy Law or otherwise or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g) or (h) with respect to the Issuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.
No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if adequate indemnity against such risk or liability is not assured to its satisfaction.
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Trustee for purposes of this Section shall include any predecessor Trustee; provided , however , that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.
Section 7.07 Replacement of Trustee .
(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustees acceptance of appointment as provided in this Section 7.07.
(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing, and may appoint a successor Trustee. The Issuers shall remove the Trustee if:
(i) the Trustee is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(ii) a receiver or other public officer takes charge of the Trustee or its property; or
(iii) the Trustee otherwise becomes incapable of acting.
(c) If the Trustee resigns, is removed by the Issuers or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuers shall promptly appoint a successor Trustee.
(d) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
(e) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee.
(f) Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuers obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.
Section 7.08 Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.
Section 7.09 Tax Payment and Tax Withholding Obligations . In order to comply with applicable tax laws, rules and regulations if a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to Applicable Law related to this Indenture, the Issuers agree, upon written request by the
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Trustee or the Paying Agent, to provide to the Trustee and the Paying Agent such requested information that the Issuers have in their possession about such parties and/or transactions (including any modification to the terms of such transactions) so they can determine whether they have any tax related obligations under Applicable Law.
ARTICLE 8
DISCHARGE OF INDENTURE; DEFEASANCE
Section 8.01 Discharge of Liability on Notes; Defeasance . This Indenture shall be discharged and shall cease to be of further effect as to all outstanding Notes when either:
(a) (i) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from trust, have been delivered to the Paying Agent for cancellation; or (ii) all Notes not theretofore delivered to the Paying Agent for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Paying Agent in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) for the benefit of the Holders, cash in euros, Government Securities or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Paying Agent for cancellation for principal, premium, if any, and accrued interest to, but not including, the date of maturity or redemption together with irrevocable instructions from the Issuers to the Trustee (or such other entity directed, designated or appointed by the Company and reasonably acceptable to the Trustee, acting for the Trustee for this purpose) and the Paying Agent to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be;
(b) the Issuers and/or the Guarantors have paid or caused to be paid all sums payable by them under this Indenture; and
(c) the Issuers have delivered an Officers Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the satisfaction and discharge have been complied with.
Subject to Section 8.02, the Issuers may, at their option and at any time, elect to discharge (i) all of their obligations under the Notes and this Indenture ( legal defeasance option ) or (ii) their obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.11 and 4.12 for the benefit of the Holders and the operation of Section 5.01 and Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only) and 6.01(i) ( covenant defeasance option ) for the benefit of the Holders. The Issuers may exercise their legal defeasance option notwithstanding their prior exercise of their covenant defeasance option. In the event that the Issuers terminate all of their obligations under the Notes and this Indenture by exercising their legal defeasance option or their covenant defeasance option, the obligations of each Guarantor under its Guarantee of the Notes shall be terminated simultaneously with the termination of such obligations so long as no Notes are then outstanding.
If the Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of the Company only), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) or because of the failure of the Issuers to comply with subclause (a)(iv) of Section 5.01.
Upon satisfaction of the conditions set forth herein and upon request of the Issuers, the Trustee and the Paying Agent shall acknowledge in writing the discharge of those obligations that the Issuers terminate.
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Notwithstanding Section 8.01(a) above, the Issuers obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.06, 7.07 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuers obligations in Sections 7.06, 8.05 and 8.06 shall survive such satisfaction and discharge.
Section 8.02 Conditions to Defeasance .
(a) The Issuers may exercise their legal defeasance option or their covenant defeasance option, in each case, with respect to the Notes only if:
(i) the Issuers irrevocably deposit with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) for the benefit of the Holders, cash in euros, Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes ( provided that if such redemption is made as provided under paragraph 5 of the Note, (x) the amount of cash in euros, Government Securities, or a combination thereof, that the Issuers must irrevocably deposit or cause to be deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the Issuers must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined on such date) and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;
(ii) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
(iii) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(iv) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
(v) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities have been issued or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;
(vi) the Issuers shall have delivered to the Trustee an Officers Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and
(vii) the Issuers shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.
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Notwithstanding the foregoing, an Opinion of Counsel required by Section 8.02(a)(ii) with respect to legal defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee or the Registrar for cancellation (x) have become due and payable or (y) will become due and payable at their stated maturity within one year under arrangements satisfactory to the Trustee and the Paying Agent for the giving of notice of redemption by the Paying Agent in the name, and at the expense, of the Issuers.
(b) Before or after a deposit, the Issuers may make arrangements satisfactory to the Trustee and the Paying Agent for the redemption of such Notes at a future date in accordance with Article 3.
Section 8.03 Application of Trust Money . The Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) shall hold for the benefit of the Holders money or Government Securities (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from Government Securities through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes so discharged or defeased.
Section 8.04 Repayment to Issuers . Each of the Trustee and each Paying Agent shall promptly turn over to the Issuers upon written request any money or Government Securities held by it as provided in this Article which, in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee (which delivery shall only be required if Government Securities have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.
Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuers upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuers for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.
Section 8.05 Indemnity for Government Securities . The Issuers shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government Securities.
Section 8.06 Reinstatement . If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers obligations under this Indenture and the Notes so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Securities in accordance with this Article 8; provided , however , that, if the Issuers have made any payment of principal of or interest on, any such Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or any Paying Agent.
ARTICLE 9
AMENDMENTS AND WAIVERS
Section 9.01 Without Consent of the Holders . The Issuers, the Guarantors (with respect to a Guarantee or this Indenture to which it is a party), the Trustee and the Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Notes and the Security Documents without the consent of any Holder:
(i) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuers;
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(ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code);
(iii) to comply with the covenant relating to mergers, consolidations and sales of assets;
(iv) to provide for the assumption of the Companys, FinCos or any Guarantors obligations to the Holders in a transaction that complies with this Indenture;
(v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;
(vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor;
(vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, Paying Agent, Registrar or Authenticating Agent hereunder pursuant to the requirements hereof;
(viii) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor;
(ix) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the Offering Memorandum under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as certified by the Issuers;
(x) to provide for the issuance of Additional Notes permitted to be incurred under this Indenture;
(xi) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance of the Notes and administration of this Indenture; provided , however , that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;
(xii) to add additional assets as Collateral; or
(xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents.
Section 9.02 With Consent of the Holders . Notwithstanding Section 9.01 of this Indenture and subject to Section 9.06, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the Guarantees or the Security Documents with the written consent of the Holders of at least a majority in principal amount of Notes then outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any past or existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Notes or the Guarantees may be waived with the consent of the Holders of a majority of the then outstanding aggregate principal amount of Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with the purchase of, or tender offer or exchange offer for, any applicable series of Notes). Section 2.09 and Section 13.04 shall determine
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which Notes are considered to be outstanding for the purposes of this Section 9.02. However, without the consent of each Holder of an outstanding series of Notes affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Sections 4.06 and 4.08);
(iii) reduce the rate of or change the time for payment of interest on any Note;
(iv) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;
(v) make any Note payable in money other than that stated in such Note;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(vii) make any change to this Section 9.02;
(viii) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on such Holders Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holders Notes;
(ix) make any change to or modify the ranking of Notes that would materially adversely affect the Holders; or
(x) except as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary, or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary, in any manner adverse to the Holders.
In addition, without the consent of the Holders of Notes of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may release all or substantially all of the Collateral other than in accordance with this Indenture and the Security Documents. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
Section 9.03 Revocation and Effect of Consents and Waivers .
(a) A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holders Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holders Note or portion of the Note if the Trustee receives written notice of revocation delivered in accordance with Section 13.01 before the date on which the Trustee receives an Officers Certificate from the Issuers certifying that the requisite principal amount of Notes have consented. After an amendment or waiver becomes effective, it shall bind every Holder of Notes of such series. An amendment or waiver becomes effective upon the (i) receipt by the Issuers or the Trustee of consents by the Holders of the requisite principal amount of securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuers and the Trustee.
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(b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
Section 9.04 Notation on or Exchange of Notes . If an amendment, supplement or waiver changes the terms of a Note, the Issuers may require the Holder to deliver it to the Trustee. The Trustee (or the Registrar, at the direction of the Trustee) at the direction of the Issuers may place a notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuers so determine, the Issuers in exchange for the Note shall issue and the Trustee or the Authenticating Agent shall authenticate a new Note that reflects the changed terms. Failure to make a notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.
Section 9.05 Trustee to Sign Amendments . The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing any amendment, supplement, or waiver, the Trustee shall receive indemnity reasonably satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in conclusively relying upon, an Officers Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, an Officers Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a Supplemental Indenture in the form of Exhibit D to this Indenture.
Section 9.06 Additional Voting Terms; Calculation of Principal Amount . Except as otherwise set forth herein, all Notes issued under this Indenture shall vote and consent separately on all matters as to which any of such Notes may vote. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14.
ARTICLE 10
GUARANTEES
Section 10.01 Guarantees .
(a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees on a secured basis, as a primary obligor and not merely as a surety, to each Holder and the Trustee and their successors and assigns (i) the full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on, if any, the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Notes, on the terms set forth in this Indenture by executing this Indenture (all the foregoing being hereinafter collectively called the Guaranteed Obligations ).
Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.
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(b) Each Guarantor waives presentation to, demand of payment from and protest to the Issuers of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.
(c) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
(d) Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.
(e) Subject to Section 10.02 hereof, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.
(f) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuers to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee (or its designee) an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuers to the Trustee.
(g) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Trustee in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01.
(h) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.
Each Guarantor shall promptly execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
Section 10.02 Limitation on Liability . Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that, any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantors pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
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Section 10.03 Releases .
(a) A Guarantee as to any Guarantor shall be automatically and unconditionally released and discharged upon:
(i) (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of (x) the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) and (ii); (b) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to the covenant described under Section 4.11, the release, discharge or termination of the guarantee by such Guarantor of the guarantee which resulted in the creation of such Guarantees, except a release, discharge or termination by or as a result of payment under such guarantee; (c) the release or discharge of the guarantee by, or the direct obligation of, such Guarantor of the Obligations under the Senior Credit Facilities, except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation; (d) the permitted designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provision set forth under Section 4.04 and the definition of Unrestricted Subsidiary ; (e) upon the consolidation or merger of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (f) the Company exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Companys obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (g) the occurrence of a Covenant Suspension Event; and
(ii) the Issuers delivering to the Trustee an Officers Certificate of such Guarantor or the Issuers and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
Section 10.04 Successors and Assigns . This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
Section 10.05 No Waiver . Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.
Section 10.06 Modification . No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
Section 10.07 Execution of Supplemental Indenture for Future Guarantors . Each Restricted Subsidiary which is required to become a Guarantor pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D pursuant to which such Subsidiary or other Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations and execute such supplements or documents to join the Security Documents. Concurrently with the execution and delivery of such supplemental indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel and an Officers Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and
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that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Guarantor is a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms. Notwithstanding the foregoing, an Officers Certificate and an Opinion of Counsel shall not be required in connection with the addition of any Guarantor under this Indenture on the Issue Date upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture in the Form of Exhibit D to this Indenture. For the avoidance of doubt, the execution of any supplemental indenture pursuant to this Section 10.07 is conditional upon the Trustee, the Paying Agent and the Registrar having completed any required KYC procedures in accordance with prevailing regulations.
Section 10.08 Non-Impairment . The failure to endorse a Guarantee on any Note shall not affect or impair the validity thereof.
Section 10.09 Benefits Acknowledged . Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.
ARTICLE 11
PAYING AGENT AND REGISTRAR
Section 11.01 Payment .
(a) In order to provide for all payments due on the Notes as the same shall become due, the Issuers shall cause to be paid to the Paying Agent, no later than 10:00 a.m. London time on the Business Day prior to the due date (or such other time as the Issuers and the Paying Agent may mutually agree from time to time) for the payment of principal of, premium and Additional Amounts, if any, or interest on any Note, at such bank as the Paying Agent shall previously have notified to the Issuers, immediately available funds sufficient to meet all payment obligations due on such Notes.
(b) The Issuers hereby authorize and direct the Paying Agent, from the amounts paid to it pursuant to Section 11.01(a) above, to make or cause to be made all payments on the Notes in accordance with this Indenture. Such payments shall be made to the Holder or Holders of Notes in accordance with the terms of the Notes, the provisions contained in this Article 11, and the procedures of the Depository. All interest payments in respect of the Notes will be made by the Paying Agent on the relevant Interest Payment Date (as set forth in the Notes) to the Holders in whose names the Notes are registered at the close of business (in London) on the record date specified in the Notes next preceding the Interest Payment Date or such other date as is provided in the Notes. So long as the Notes are represented by one or more global certificates and registered in the name of a nominee of the Common Depository, all interest payments on the Notes shall be made by the Paying Agent by wire transfer of immediately available funds to such Holder.
(c) The Paying Agent, to the extent sufficient funds are available to it, will pay the principal of, premium and Additional Amounts, if any, on the Notes on the stated maturity date or on the redemption date, as the case may be, together with accrued and unpaid interest due at the stated maturity date or on such redemption date, if any, upon presentation and surrender of such Note on or after the stated maturity date or redemption date thereof to the Paying Agent, or as specified in the Notes.
(d) If for any reason the amounts received by the Paying Agent are insufficient to satisfy all claims in respect of all payments then due on the Notes, the Paying Agent shall forthwith notify the Issuers, and the Paying Agent shall not be obliged to pay any such claims until the Paying Agent has received the full amount of the monies then due and payable in respect of such Notes. If, however, the Paying Agent in its sole discretion shall make payment on the Notes on the stated maturity date or on the redemption date, as the case may be, or payments of interest or such other payments when otherwise due on the assumption that the corresponding payment by the Issuers has been or shall be made (it being understood that the Paying Agent shall have no obligation whatsoever to make any such payment) and the amount which should have been received by the Paying Agent is not received on
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such date, then the Issuers agree forthwith on demand to reimburse, or cause the reimbursement of, the Paying Agent for the amount which should have been paid by the Issuers in order for the Paying Agent to make such payment, and pay interest thereon from the day following the date when the amount unpaid should have been received under this Indenture to the date when such amount is actually received (inclusive) at a rate equal to the cost of the Paying Agent of funding such amount, as certified by the Paying Agent and expressed as a rate per annum.
(e) The Paying Agent hereby agrees that:
(i) it will hold all sums held by it as Paying Agent for the payment of principal of, premium and Additional Amounts, if any, or interest on the Notes for the benefit of the Holders of the Notes entitled thereto, or for the benefit of the Trustee, as the case may be, until such sums shall be paid out to such Holders or otherwise as provided in Section 11.02(f) below and in this Indenture;
(ii) it will promptly give the Trustee notice of an Issuer default in the payment of principal of, premium and Additional Amounts, if any, or interest on the Notes; and
(iii) at any time after an Event of Default in respect of the Notes shall have occurred, the Paying Agent shall, if so required by notice in writing given by the Trustee to the Paying Agent: (y) thereafter, until otherwise instructed by the Trustee, act as an agent of the Trustee under the terms of this Indenture; and/or (z) deliver all Notes and all sums, documents and records held by the Paying Agent in respect of the Notes to the Trustee or as the Trustee shall direct in such notice; provided that such notice shall be deemed not to apply to any document or record which the Paying Agent is obliged not to release by any applicable law or regulation.
(f) Notwithstanding the foregoing:
(i) if any Note is presented or surrendered for payment to the Paying Agent and the Paying Agent has delivered a replacement therefor or has been notified that the same has been replaced, the Paying Agent shall as soon as is reasonably practicable notify the Issuers in writing of such presentation or surrender and shall not make payment against the same until it is so instructed by the Issuers and has received the amount to be so paid; and
(ii) the Paying Agent shall cancel each Note against surrender of which it has made full payment and shall deliver each Note so cancelled by it to the Trustee.
(g) In no event, shall the Paying Agent be obliged to make any payments hereunder if it has not received the full amount of any payment.
Section 11.02 Indemnity .
(a) The Issuers and the Guarantors, jointly and severally, shall:
(i) reimburse the Paying Agent and the Registrar upon its request for all reasonable expenses, disbursements and advances incurred or made by the Paying Agent and the Registrar in accordance with any provision of this Indenture (including the reasonable compensation, expenses and disbursements of their agents and counsel), except to the extent that any such expense, disbursement or advance may be attributable to the Paying Agents or the Registrars own willful misconduct or gross negligence; and
(ii) indemnify the Paying Agent and the Registrar for, and to hold the Paying Agent and the Registrar harmless against, any and all loss, damage, claims, liability or expense, including fees of counsel and including taxes (other than taxes based upon, measured by or determined by the income of the Paying Agent or the Registrar), incurred by them in connection with this Indenture or in respect of the Issuers issue of the Notes, including the costs and expenses of defending themselves against any claim (whether asserted by the Issuers, any Holder or any Guarantor) or liability in connection with the exercise or
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performance of any of their powers or duties hereunder, or in connection with enforcing the provisions of this Article 1, except to the extent that such loss, damage, claim, liability or expense is due to the Paying Agents or the Registrars own willful misconduct or gross negligence.
(b) The provisions of this Section shall survive the satisfaction and discharge of this Indenture and the Notes, the termination for any reason of this Indenture, and the resignation or removal of the Paying Agent or the Registrar.
Section 11.03 General .
(a) In acting under this Article 11, the Paying Agent and the Registrar shall not (a) be under any fiduciary duty towards any person, (b) be responsible for or liable in respect of the authorization, validity or legality of any Note amount paid by it hereunder (except to the extent that any such liability is determined by a court of competent jurisdiction to have resulted from the Paying Agents or the Registrars own willful misconduct or gross negligence), (c) be under any obligation towards any person other than the Trustee and the Issuers or (d) assume any relationship of agency or trust for or with any Holder.
(b) The Paying Agent and the Registrar shall be entitled to treat the registered Holder of any Note as the absolute owner of such Note for all purposes and make payments thereon accordingly.
(c) The Paying Agent and the Registrar may exercise any of their rights or duties hereunder by or through agents or attorneys, and shall not be responsible for any misconduct thereof, provided such agent or attorney has been appointed with due care.
(d) The Paying Agent shall not exercise any lien, right of set-off or similar claim against any Holder of a Note in respect of moneys payable by it under this Article 11; however, should the Paying Agent elect to make a payment pursuant to Section 11.02(d), it shall be entitled to appropriate for its own account out of the funds received by it under Section 11.02 an amount equal to the amount so paid by it.
(e) The Paying Agent and the Registrar may (at the reasonable and documented expense of the Issuers) consult, on any matter concerning their duties hereunder, any legal adviser or other expert selected by them with due care and, with respect to the selection of other experts, in consultation with the Issuers, and the Paying Agent and the Registrar shall not be liable in respect of anything done, or omitted to be done in good faith in accordance with that advisers opinion. At any time, the Paying Agent and the Registrar may apply to any duly authorized representative of the Issuers for a written instruction, and shall not be liable for an action lawfully taken or omitted to be taken in accordance with such instruction.
(f) The Paying Agent and the Registrar may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties.
(g) The Paying Agent and the Registrar shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Paying Agent and the Registrar, in their discretion, may make such further inquiry or investigation into such facts or matters as they may see fit, and, if the Paying Agent or the Registrar shall determine to make such further inquiry or investigation, they shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h) The Paying Agent and the Registrar shall be obliged to perform only such duties as are specifically set forth herein and in the Notes, and no implied duties or obligations shall be read into this Article 11 or the Notes against the Paying Agent or the Registrar.
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(i) The Paying Agent shall not be liable to account to the Issuers for any interest or other amounts in respect of funds received by it from the Issuers. Money held by the Paying Agent need not be segregated except as required by law.
(j) No section of this Article 11 or the Notes shall require the Paying Agent or the Registrar to risk or expend their own funds, or to take any action which in their reasonable judgment would result in any expense or liability accruing to them.
(k) In no event will the Paying Agent or the Registrar be responsible or liable for any failure or delay in the performance of their obligations hereunder arising out of or caused by, directly or indirectly, forces beyond their reasonable control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, severe loss or severe malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Paying Agent and the Registrar will use best reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(l) The Paying Agent and the Registrar shall have no duty to inquire as to the performance of the covenants of the Issuers, nor shall they be charged with knowledge of any default or Event of Default under this Indenture.
(m) Notwithstanding any section of this Article 11 to the contrary, the Paying Agent and the Registrar will not in any event be liable for special, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Paying Agent or the Registrar have been advised of the likelihood of such loss or damage and regardless of the form of action.
(n) The Paying Agent and the Registrar, their officers, directors, employees and shareholders may become the owners of, or acquire any interest in, the Notes, with the same rights that they would have if they were not the Paying Agent or the Registrar, and may engage or be interested in any financial or other transaction with the Issuers as freely as if they were not the Paying Agent or the Registrar.
(o) The Paying Agent and the Registrar shall retain the right not to act and shall not be held liable for refusing to act unless they have received clear instructions from the Issuers that comply with the terms of this Indenture; provided that in the event that the Paying Agent or the Registrar shall exercise their right not to act pursuant to this sub-clause (o), the Paying Agent or the Registrar (as applicable) shall promptly notify the Issuers and the Trustee and seek additional instructions that comply with the terms of this Indenture.
(p) The Paying Agent and the Registrar may request that the Issuers provide them with the names, specimen signatures and direct dial phone numbers of their authorized persons.
Section 11.04 Change of Paying Agent or Registrar .
(a) Any time, other than on a day during the forty-five (45) day period preceding any payment date for the Notes, the Paying Agent or the Registrar may resign by giving at least forty-five (45) days prior written notice to the Issuers; and the Paying Agents or the Registrars agency shall be terminated and their duties shall cease upon expiration of such forty-five (45) days or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers. At any time, following at least forty-five (45) days prior written notice (or such lesser period of time as shall be mutually agreeable to the Paying Agent or the Registrar (as applicable) and the Issuers) from the Issuers, the Paying Agent and the Registrar may be removed from their agency. Such removal shall become effective upon the expiration of the forty-five (45) day or agreed lesser time period (provided that any such removal shall be immediate in case the Paying Agent or the Registrar shall be adjudicated bankrupt or insolvent), and upon payment to the Paying Agent and the Registrar of all amounts payable to them in connection with their agency. In such event, following payment in full of their outstanding fees and expenses, the outgoing Paying Agent shall deliver to the Issuers, or to the Issuers designated representative, all Notes (if any) and cash (if any) belonging to the Issuers and, at the Issuers reasonable expense, shall furnish to the Issuers, or to the Issuers designated representative, such information regarding the status of the Issuers outstanding Notes reasonably requested by the Issuers.
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(b) Any Person into which a Paying Agent or the Registrar may be merged or consolidated or any Person resulting from any merger or consolidation to which such Paying Agent or Registrar is a party or any Person to which such Paying Agent or Registrar shall sell or otherwise transfer all or substantially all of its corporate trust or agency assets shall on the date on which such merger, consolidation or transfer becomes effective, become the successor to such Paying Agent or Registrar under this Article 11 without the execution or filing of any paper or any further act on the part of the parties hereto.
Section 11.05 Compensation, Fees and Expenses .
The Issuers and the Guarantors, jointly and severally, shall pay to the Paying Agent and the Registrar the compensation, fees and expenses in respect of the Paying Agents and the Registrars services as separately agreed in writing with the Paying Agent and the Registrar.
ARTICLE 12
COLLATERAL AND SECURITY
Section 12.01 Security Interest .
(a) The due and punctual payment of the principal of, premium (if any) and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest, if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders or the Trustee and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided herein and in the Security Documents.
Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and the intercreditor agreements set forth therein) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Trustee to enter into and perform its obligations under the Collateral Trust Agreement, the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement and each other Security Document to which the Trustee (or its representative) is a party, and each Holder further authorizes and directs the Trustee to direct the Collateral Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance with the provisions thereof. Each of the Issuers and the Guarantors consents and agrees to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith.
(b) The Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Issuers will take, and will cause the Guarantors and the Companys Subsidiaries to take, any and all actions reasonably required by the Trustee and/or the Collateral Trustee to cause the Collateral Trust Security Documents to create and maintain, as security for the PP&E First Lien Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Collateral Trustee for the benefit of the Trustee and the Holders of the Notes and holders of other PP&E First Lien Obligations, to the extent required by, and with the Lien priority required under, the Security Documents.
Section 12.02 Duties of Collateral Trustee and Trustee .
(a) This Article 12 and the provisions of each other Security Document (except as set forth herein) are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement, the ABL Intercreditor
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Agreement and the PP&E Pari Passu Intercreditor Agreement. Each of the Issuers and each Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance therewith. Each Holder of Notes, by its acceptance of the Notes (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement , the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement and (b) authorizes and instructs the Trustee, on behalf of each Holder of Notes, to execute and deliver a joinder to the Collateral Trust Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement and perform its obligations thereunder.
(b) Citibank, N.A. has been appointed pursuant to the Collateral Trust Agreement to serve as the Collateral Trustee for the benefit of the Trustee, the Holders of the Notes and the Guarantees, the Borrowing Base Priority Obligations under the Initial ABL Facility, the PP&E First Lien Obligations under the Initial PP&E First Lien Term Facility, the PP&E First Lien Obligations under the Existing Indenture, all future Borrowing Base Priority Obligations outstanding from time to time, if any, under any other ABL Loan Facility, subject to the terms set forth therein, in the ABL Intercreditor Agreement and in the Collateral Trust Agreement, and all future PP&E Priority Obligations outstanding from time to time, if any, under any other PP&E Loan Document subject to the terms set forth therein, in the PP&E Pari Passu Intercreditor Agreement and in the Collateral Trust Agreement.
(c) Except as provided in the Collateral Trust Agreement and the Collateral Trust Security Documents (or as directed by the Applicable Representatives), the Collateral Trustee will not be obligated to take any action which is discretionary in nature. In addition, the Collateral Trustee and the Trustee will not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made or in connection with any Collateral Trust Security Document or any secured instrument, the contents of any certificate, report or other document delivered pursuant to this Indenture or thereunder or in connection herewith or therewith, the occurrence of any default, the validity, enforceability, effectiveness or genuineness of the Collateral Trust Agreement, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Trust Security Documents, the value or the sufficiency of any Collateral for any Secured Obligations, or the satisfaction of any condition set forth in any Collateral Trust Security Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Trustee or the Trustee. Neither the Trustee nor the Collateral Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Lien or security interest in the Collateral.
(d) Whether or not expressly stated in any Security Document, when the Trustee acts as Authorized Representative (as defined in the PP&E Pari Passu Intercreditor Agreement), First Priority Representative, PP&E First Lien Agent or in any other capacity in any Security Document, the Trustee shall be entitled to the rights, privileges and immunities granted to it under this Indenture.
Section 12.03 Release of Liens on Collateral .
The Collateral Trustees Liens on the Collateral on behalf of the Trustee and the Holders of the Notes will be released in any one or more of the circumstances described in the Collateral Agreement, the ABL Intercreditor Agreement and the PP&E Pari Passu Intercreditor Agreement.
Notwithstanding anything to the contrary herein, (1) no Excluded Subsidiary shall be required to pledge any of its property or assets as collateral under the Notes, (2) no Excluded Subsidiary shall be required to provide a guaranty of any obligations under the Notes, and (3) none of the Capital Stock of any Excluded Subsidiary shall be pledged as collateral under the Notes other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Guarantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Guarantor, and any Lien on Collateral will be released in order to comply therewith.
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Section 12.04 Release of Liens in Respect of Notes .
The Collateral Trustees Liens on the Collateral on behalf of the Holders of the Notes will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture or other Note Documents, and the right of Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustees Liens on the Collateral will terminate and be discharged:
(1) upon satisfaction and discharge of the Indenture as set forth under Article 8 hereof;
(2) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth under Article 8 hereof;
(3) upon payment in full and discharge of all Notes outstanding under the Indenture and of all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or
(4) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Section 9.02 hereof.
In addition, the Collateral Trustees Liens on the Collateral may be released as provided in the Collateral Trust Agreement, the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement.
Section 12.05 Intercreditor Agreements .
The relative rights in the Collateral among the holders of PP&E Priority Obligations (including the Notes) and the holders of Borrowing Base Priority Obligations will be governed by the Collateral Trust Agreement and the ABL Intercreditor Agreement and, in the event of conflict, the ABL Intercreditor Agreement will govern. The relative rights in the Collateral among holders of PP&E First Lien Obligations (including the Notes) will be governed by the Collateral Trust Agreement and the PP&E Pari Passu Intercreditor Agreement and in the event of conflict, the PP&E Pari Passu Intercreditor Agreement will govern. The relative rights in the Collateral between the holders of PP&E First Lien Obligations (including the Notes) and the holders of PP&E Second Lien Obligations will be governed by the Collateral Trust Agreement and a future second lien intercreditor agreement and in the event of a conflict the second lien intercreditor agreement will govern. In the event of any conflict between this Indenture and either the ABL Intercreditor Agreement or the PP&E Pari Passu Intercreditor Agreement, such other agreement will govern. By its acceptance of the Notes, each Holder shall be deemed to consent to the terms of and authorize and direct the Trustee and the Collateral Trustee, as applicable, to enter into and perform its obligations under the ABL Intercreditor Agreement, the PP&E Pari Passu Intercreditor Agreement and, if then applicable, the second lien intercreditor agreement.
Section 12.06 Priority of Liens .
(a) Pursuant to the ABL Intercreditor Agreement, each ABL Agent and each PP&E Agent, on behalf of itself and the other secured parties represented by it, has agreed that:
(1) any Lien now or hereafter held by or on behalf of any PP&E Agent or PP&E Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the Borrowing Base Collateral that secures all or any portion of the PP&E Priority Obligations shall in all respects be junior and subordinate to all Liens granted to any ABL Agent or ABL Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the Borrowing Base Collateral to secure all or any portion of the Borrowing Base Priority Obligations;
(2) any Lien now or hereafter held by or on behalf of any PP&E Agent or PP&E Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all or any portion of the PP&E Priority Obligations, shall in all respects be senior and prior to all Liens granted to any ABL Agent or ABL Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the PP&E Collateral to secure all or any portion of the Borrowing Base Priority Obligations;
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(3) any Lien now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the Borrowing Base Collateral that secures all or any portion of the Borrowing Base Priority Obligations, shall in all respects be senior and prior to all Liens granted to any PP&E Agent or PP&E Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the Borrowing Base Collateral to secure all or any portion of the PP&E Priority Obligations; and
(4) any Lien now or hereafter held by or on behalf of any ABL Agent or ABL Secured Party (or the Collateral Trustee on behalf of any of the foregoing Persons) in and to the PP&E Collateral that secures all or any portion of the Borrowing Base Priority Obligations, shall in all respects be junior and subordinate to all Liens granted to any PP&E Agent or PP&E Secured Party (or to the Collateral Trustee on behalf of any of the foregoing Persons) in the PP&E Collateral to secure all or any portion of the PP&E Priority Obligations.
(b) Pursuant to the PP&E Pari Passu Intercreditor Agreement, each PP&E First Lien Agent under each Series of PP&E First Lien Obligations will agree (and each PP&E First Lien Secured Party agrees) that, notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of PP&E First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the PP&E First Lien Security Documents or any defect or deficiencies in the Liens securing the PP&E First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to any impairment or as otherwise provided in the PP&E Pari Passu Intercreditor Agreement), (i) the Liens securing each Series of PP&E First Lien Obligations on any Shared Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared Collateral shall be shared among the PP&E First Lien Secured Parties as provided therein, regardless of the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of PP&E First Lien Obligations, granted on the Shared Collateral.
Section 12.07 Creation and Perfection of Certain Security Interests After the Issue Date .
The Company and the Guarantors agree to use their respective commercially reasonable efforts to create and perfect on the Issue Date the security interests in the Collateral (and obtain title insurance) for the benefit of the holders of the Notes, but to the extent any such security interest is not created or perfected or title insurance obtained by such date, the Company and the Guarantors hereby agree to use their respective commercially reasonable efforts to do or cause to be done all acts and things that would be required, including obtaining any required consents from third parties, to have all security interests in the Collateral duly created and enforceable and perfected, to the extent required by the Security Documents, and obtain title insurance promptly following the Issue Date, but in no event later than 90 days thereafter. Failure to obtain such consents and create and perfect a security interest in such Collateral or to obtain title insurance within such period constitutes an Event of Default to the extent provided under clause (i) under Section 6.01. Notwithstanding the foregoing, if after using commercially reasonable efforts such a security interest in an asset could not be created or perfected because a third party consent had not been obtained or local law did not permit a security interest to more than one secured party, the Company will not be required to create or perfect such security interest. For avoidance of doubt, references in this paragraph to Collateral do not include Excluded Assets. Neither the Trustee nor the Collateral Trustee on behalf of the holders of the Notes has any duty or responsibility to see to or monitor the performance of the Company and its Subsidiaries with regard to these matters.
Section 12.08 Parallel Debt
Without prejudice to the provisions of the other Note Documents, and for the purpose of ensuring and preserving the validity and continuity of the rights of pledge purported to be granted under or pursuant to the Dutch Deed of Pledge, each Issuer irrevocably and unconditionally undertakes to pay, and acknowledges that it owes, to the Collateral Trustee amounts equal to, and in the currency or currencies of, its Corresponding Debt, irrespective of whether any such debt has arisen as at the date of this Indenture or arises after the date hereof, in accordance with and under the same terms and conditions as the Corresponding Debt (such payment undertakings and the obligations and liabilities which are the result thereof hereinafter referred to as the Parallel Debt ), which undertaking, covenant, and acknowledgment of indebtedness the Collateral Trustee hereby irrevocably and unconditionally accepts.
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The Parallel Debt of each Issuer:
(a) |
shall become due and payable at the same time as its Corresponding Debt; and |
(b) |
is independent and separate from, and without prejudice to, its Corresponding Debt. |
For purposes of this Section 12.08, the Collateral Trustee:
(a) |
is the independent and separate creditor of each Parallel Debt; |
(b) |
acts in its own name and not as agent, representative or trustee of the PP&E First Lien Secured Parties and its claims in respect of each Parallel Debt shall not be held on trust; and |
(c) |
shall have the independent and separate right to demand payment of each Parallel Debt in its own name ( zelfstandige vorderingen op naam ) (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding). |
The Parallel Debt of an Issuer shall be (i) decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged, and (ii) increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of a Credit Party shall be (x) decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged, and (y) increased to the extent that its Parallel Debt has increased, in each case provided that the Parallel Debt of an Issuer shall never exceed its Corresponding Debt.
If and to the extent that at the time of the creation of the rights of pledge constituted under the Dutch Deed of Pledge, or at any time thereafter, a Corresponding Debt owed to the Collateral Trustee cannot be validly secured through the Parallel Debt, such Corresponding Debt itself shall constitute Secured Liabilities (as defined in the Dutch Deed of Pledge).
All amounts received or recovered by the Collateral Trustee in connection with this Section 12.08, to the extent permitted by applicable law, shall be applied in accordance with Section 12.06.
This Section 12.08 applies for the purpose of determining the Secured Liabilities (as defined in the Dutch Deed of Pledge) secured in the Dutch Deed of Pledge. Each Holder irrevocably and unconditionally accepts and consents to the creation of the Parallel Debt and the appointment of the Collateral Trustee as the sole creditor under the Parallel Debt as outlined in this Section 12.08.
Section 12.09 Further Assurances .
The Company and the Guarantors will do or cause to be done all acts and things that may be required under applicable law or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the Trustee and the Holders of Notes, duly created, enforceable and perfected Liens upon the Collateral (including any real, personal or mixed property or assets that are acquired or otherwise become, or are required by any Security Document to become, Collateral after the Notes are issued), in each case, as contemplated by, and with the Lien priority required under, the Security Documents, and subject to the limitations set forth in the Security Documents.
Upon the reasonable request of the Collateral Trustee at any time and from time to time, the Company and the Guarantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as reasonably required under applicable law or that the Collateral Trustee may reasonably request, in each case, to create, perfect or protect the Liens and benefits intended to be conferred, in each case as contemplated by the Security Documents for the benefit of the Holders of Notes, in each case, subject to the limitations set forth in the Security Documents.
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Section 12.10 Insurance . The Company and the Guarantors will maintain with financially sound and reputable insurance companies insurance on all their respective property in at least such amounts and against such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in a Similar Business, and will cause the Collateral Trustee to at all times be named as loss payee with respect to all All Risk insurance policies and an additional insured (but without any liability for premiums) under all general liability policies maintained by the Company and the Guarantors pursuant to this Section 12.10.
ARTICLE 13
MISCELLANEOUS
Section 13.01 Notices .
(a) Any notice or communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person, via facsimile, mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the addresses as follows:
if to the Issuers or a Guarantor:
c/o Federal Mogul LLC
27300 West 11 Mile Road
Southfield, MI 48034
Attn: Michelle Epstein Taigman, Senior Vice President, Co-General Counsel and Secretary
Telephone: (248) 354-7063
Facsimile: (248) 354-8103
With a copy to (which copy shall not constitute notice):
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601-9703
Attention: Bruce A. Toth, Esq.
Facsimile: (312) 558-5700
if to the Trustee or the Paying Agent:
The Bank of New York Mellon
One Canada Square
London E14 5AL
Attention: Corporate Trust Administration
Fax: +44.207.964.2536
Copy to Fax: +44 1202 689660
Email: corpsov4@bnymellon.com
if to the Registrar:
The Bank of New York Mellon SA/NV, Luxembourg Branch S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
L-2453 Luxembourg
Fax: +(352) 24524204
Email: Luxmb_SPS@bnymellon.com
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The Issuers, any Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications.
All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
(b) Any notice or communication mailed to a Holder shall be delivered electronically or mailed, first class mail (certified or registered, return receipt requested), by overnight air courier guaranteeing next day delivery or emailed to the Holder at the Holders address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed or sent within the time prescribed.
(c) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.
Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository for such Note (or its designee) pursuant to the standing instructions from the Depository (or its designee), including by electronic mail in accordance with accepted practices at the Depository.
Notwithstanding the foregoing, any notices or communications given to the Trustee shall be deemed effective only upon receipt by the Trustee at its Corporate Trust Office.
The Trustee shall have the right, but shall not be required, to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods believed by it to be genuine by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company or any Holder. The Company agrees to assume all risks arising out of interception and misuse by third-parties of such instructions or directions sent by e-mail, facsimile or other similar unsecured electronic methods.
Section 13.02 Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Issuers or any Guarantor to the Trustee to take or refrain from taking any action under this Indenture (other than as provided in Sections 9.05 and 10.07), the Issuers or such Guarantor shall furnish to the Trustee:
(a) an Officers Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
(b) an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with; provided that no such Opinion of Counsel shall be required to be delivered in connection with the issuance of the Notes that are issued on the Issue Date.
Section 13.03 Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.09) shall include:
(a) a statement that the individual making such certificate or opinion has read such covenant or condition;
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(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(c) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an officers certificate as to matters of fact); and
(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with; provided , however , that with respect to matters of fact an Opinion of Counsel may rely on an Officers Certificate or certificates of public officials.
Section 13.04 When Notes Disregarded . In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgees right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.
Section 13.05 Rules by Trustee, Paying Agent and Registrar . The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.
Section 13.06 Legal Holidays . If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.
Section 13.07 GOVERNING LAW; WAIVER OF JURY TRIAL . THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR TO SUCH STATUTE). EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 13.08 No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Company, FinCo, any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Company, FinCo or the Guarantors under the Notes, the Guarantees, this Indenture or the Security Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.
Section 13.09 Successors . All agreements of the Issuers and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
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Section 13.10 Multiple Originals . The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or email (in PDF format or otherwise) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
Section 13.11 Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part of this Indenture and shall not modify or restrict any of the terms or provisions of this Indenture.
Section 13.12 Indenture Controls . If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.
Section 13.13 Severability . In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 13.14 Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Section 13.15 USA PATRIOT Act . The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.
Section 13.16 No Adverse Interpretation of Other Agreements . This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.
Section 13.17 Acknowledgment and Consent to Bail-in of EEA Financial Institutions . Notwithstanding and to the exclusion of any other term of this Indenture or any other agreements, arrangements, or understanding between the BRRD Party and the Issuers and the Guarantors, each of the Issuers and the Guarantors acknowledges and accepts that a BRRD Liability arising under this Indenture may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the BRRD Party to the Issuers or the Guarantors under this Indenture, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the BRRD Party or another person, and the issue to or conferral on the Issuers or the Guarantors of such shares, securities or obligations;
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(iii) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due including by suspending payment for a temporary period; and
(iv) the cancellation of the BRRD Liability.
(b) the variation of the terms of this Indenture, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(c) The terms that follow, when used in this Section 13.17, shall have the meanings indicated:
(i) Bail-in Legislation means in relation to a member state of the European Economic Area or the United Kingdom which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
(ii) Bail-in Powers means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
(iii) BRRD means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
(iv) BRRD Liability means a liability, if any, in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
(v) BRRD Party means The Bank of New York Mellon SA/NV, Luxembourg Branch solely and exclusively in its role as Registrar under this Indenture. For the avoidance of doubt, The Bank of New York Mellon, London Branch as Paying Agent and any other capacity under the Indenture is not a BRRD Party under this Indenture.
(vi) EU Bail-in Legislation Schedule means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com.
(vii) Relevant Resolution Authority means the resolution authority with the ability to exercise any Bail-in Powers in relation to the BRRD Party.
Section 13.18 Data Protection .
(a) The Issuers and the Guarantors agree that the Paying Agent and the Registrar may use other BNYM entities and third parties in connection with their performance of the services and any other obligations under this Indenture and in certain other activities, including, without limitation, audit, accounting, tax, administration, risk management, credit, legal, compliance, operations, sales and marketing, relationship management, information technology, records and data storage, performance measurement, data aggregation and compilation and analysis of Customer Information (collectively, the Activities). Notwithstanding anything to the contrary in this Indenture, each BNYM entity may, in connection with the Activities or for any other purpose permitted under this Indenture, collect, use, store and disclose, within and outside of the European Economic Area (including but not limited to the United States, and European Economic Area), Customer Information to (a) other BNYM entities; and (b) third party service providers who are required to maintain the confidentiality of such Customer Information. In addition, BNYM may aggregate Customer Information (other than Personal Data) with other data collected and/or calculated by BNYM, and BNYM will own all such aggregated data, provided that BNYM shall not distribute the aggregated data in a format that identifies the Issuers or Guarantors or any particular individual after such aggregation. The Issuers and the Guarantors represent that they have lawful grounds and BNYM relies on such representation for BNYMs collection, use, storage and disclosure of Customer Information, including Personal Data, as set out in this Section 13.18. The Issuers and the Guarantors consent to the disclosure of Customer Information to governmental, tax, regulatory, law enforcement and other authorities in relevant jurisdictions where BNYM operates and otherwise as required by law, rule or guideline (including tax reporting regulations) or requested by such authorities.
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(b) In relation to the collection, use, storage and disclosure of Personal Data by BNYM, to the extent that each BNYM entity is required to obtain consent under the applicable Personal Data laws in any jurisdiction, the Issuers and the Guarantors confirm that by providing such Personal Data to BNYM, the Issuers and the Guarantors have lawful grounds to allow each BNYM entity to collect, use, store and disclose Personal Data in accordance with this Indenture and the notice contained at https://www.bnymellon.com/apac/en/privacy.jsp (Personal Data Notice). For the avoidance of doubt, where consent is not required in the particular jurisdiction, each BNYM entity is providing notice of its collection, use, storage and disclosure of Personal Data in accordance with this Indenture and the Personal Data Notice, receipt of which is acknowledged by the Issuers and the Guarantors. The Issuers and the Guarantors agree that BNYM may make amendments and additions to this Personal Data Notice by posting a revised version of this Personal Data Notice at the abovementioned website link (or such other link as BNYM may advise the Issuers and the Guarantors from time to time). The Issuers and the Guarantors agree that their maintenance and/or continued use of any service provided by any BNYM entity and continued provision of Personal Data to a BNYM entity after any such revised version is posted constitutes the Issuers and the Guarantors deemed confirmation that they continue to have lawful grounds to permit each BNYM entity to collect, use, store and disclose Personal Data in accordance with the revised Personal Data Notice.
(c) Any telephone conversation with BNYM may be recorded by BNYM and BNYM may retain any such recording in accordance with its internal policies from time to time.
(d) In this Section 13.18, BNYM and BNYM entity means The Bank of New York Mellon Corporation and/or each of its affiliates/subsidiaries (including each of their respective branches and representative offices individually and/or collectively), acting either as the contracting entity under this Indenture or as service provider or intermediary to the Paying Agent and the Registrar, or otherwise in a relationship with the Issuers and the Guarantors; and Customer Information means data regarding the Issuers and the Guarantors and the Issuers and the Guarantors affiliates and subsidiaries, including Personal Data; Personal Data means personal data of employees and representatives of the Issuers and the Guarantors and the Issuers and the Guarantors affiliates and subsidiaries. This Section 13.18 shall survive termination of this Indenture.
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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.
Very truly yours, | ||||
CO-ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
[ Signature Page to Indenture ]
GUARANTORS | ||||
CARTER AUTOMOTIVE COMPANY LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PISTON RINGS, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[ Signature Page to Indenture ]
FEDERAL-MOGUL MOTORPARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President and Secretary | |||
F-M MOTORPARTS TSC LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura J. Soave |
|||
Name: | Laura J. Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[ Signature Page to Indenture ]
FEDERAL-MOGUL WORLD WIDE LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
MUZZY-LYON AUTO PARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[ Signature Page to Indenture ]
THE BANK OF NEW YORK MELLON, LONDON BRANCH | ||||
as Trustee | ||||
By: |
/s/ Trevor Blewer |
|||
Name: | Trevor Blewer | |||
Title: | Vice President |
[ Signature Page to Indenture ]
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, | ||||
as Registrar | ||||
By: |
/s/ Trevor Blewer |
|||
Name: | Trevor Blewer | |||
Title: | Attorney in Fact |
[ Signature Page to Indenture ]
APPENDIX A
PROVISIONS RELATING TO ORIGINAL NOTES AND ADDITIONAL NOTES
1.1 |
Definitions . |
For the purposes of this Appendix A the following terms shall have the meanings indicated below:
Definitive Note means a certificated Note substantially in the form of Exhibit A hereto (bearing the Restricted Securities Legend if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend.
Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.
IAI means an institutional accredited investor as described in Rule 501.
Initial Purchaser means Deutsche Bank AG, London Branch.
Purchase Agreement means (a) the Purchase Agreement dated June 23, 2017, among the Issuers, the Guarantors and the Initial Purchaser and (b) any other similar Purchase Agreement relating to Additional Notes.
QIB means a qualified institutional buyer as defined in Rule 144A.
Regulation S means Regulation S under the Securities Act.
Regulation S Notes means all Notes offered and sold outside the United States in reliance on Regulation S.
Restricted Period, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S, notice of which day shall be promptly given by the Company to the Trustee and the Registrar, and (b) the Issue Date, and with respect to any Additional Notes that are Transfer Restricted Notes, it means the comparable period of 40 consecutive days.
Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.
Rule 144A means Rule 144A under the Securities Act.
Rule 144A Notes means Notes offered and sold to QIBs in reliance on Rule 144A.
Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.
Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear or are subject to the Restricted Notes Legend.
Unrestricted Definitive Note means Definitive Notes and any other Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.
Unrestricted Note means Global Notes and any other Notes that are not required to bear, or are not subject to, the Restricted Notes Legend.
Appendix A-1
Other Definitions .
Term: |
Defined in Section: | |
Agent Members |
2.1(b) | |
Clearstream |
2.1(b) | |
Euroclear |
2.1(b) | |
Global Notes |
2.1(b) | |
Regulation S Global Notes |
2.1(b) | |
Regulation S Permanent Global Note |
2.1(b) | |
Regulation S Temporary Global Note |
2.1(b) | |
Rule 144A Global Notes |
2.1(b) |
2. |
The Notes . |
2.1 |
Form and Dating; Global Notes . |
(a) The Original Notes issued on the date hereof will be (i) offered and sold by the Company pursuant to the Purchase Agreement and (ii) resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law.
(b) Global Notes. (i) Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the Rule 144A Global Notes).
Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the Regulation S Temporary Global Note and, together with the Regulation S Permanent Global Note (defined below), the Regulation S Global Notes), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (Euroclear) or Clearstream Banking, Société Anonyme (Clearstream).
Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the Regulation S Permanent Global Note) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Registrar shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.
The provisions of the Operating Procedures of the Euroclear System and Terms and Conditions Governing Use of Euroclear and the General Terms and Conditions of Clearstream Banking and Customer Handbook of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.
The term Global Notes means the Rule 144A Global Notes and the Regulation S Global Notes. The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of a member of, or participant in, a Depository (each, an Agent Member), (ii) be delivered to the Registrar as custodian for such Depository and (iii) bear the Restricted Notes Legend.
Members of, or direct or indirect participants in, the Depository shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Registrar as its custodian, or under the Global Notes. The Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing,
Appendix A-2
nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(ii) Transfers of Global Notes shall be limited to transfer in whole, but not in part, to the Depository, its successors or their respective nominees. Interests of beneficial owners in the Global Notes may be transferred or exchanged for Definitive Notes only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2. In addition, a Global Note shall be exchangeable for Definitive Notes if (x) the Depository (1) notifies the Company that it is unwilling or unable to continue as depository for such Global Note and the Company thereupon fails to appoint a successor depository within 90 days or (2) has ceased to be a clearing agency registered under the Exchange Act, (y) the Company, at its option, notifies the Registrar that it elects to cause the issuance of Definitive Notes or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depository shall have requested such exchange; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.
(iii) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to subsection (i) of this Section 2.1(b), such Global Note shall be deemed to be surrendered to the Registrar for cancellation, and the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
(iv) Any Transfer Restricted Note delivered in exchange for an interest in a Global Note pursuant to Section 2.2 shall, except as otherwise provided in Section 2.2, bear the Restricted Notes Legend.
(v) Notwithstanding the foregoing, through the Restricted Period, a beneficial interest in such Regulation S Global Note may be held only through Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 2.2.
(vi) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.
2.2 |
Transfer and Exchange . |
(a) Transfer and Exchange of Global Notes . A Global Note may not be transferred as a whole except as set forth in Section 2.1(b). Global Notes will not be exchanged by the Company for Definitive Notes except under the circumstances described in Section 2.1(b)(ii). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.2(b), 2.2(c) or 2.2(g).
(b) Transfer and Exchange of Beneficial Interests in Global Notes . The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for beneficial interests in
Appendix A-3
Global Notes. Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:
(i) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Restricted Notes Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). A beneficial interest in an Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes . In connection with all transfers and exchanges of beneficial interests in any Global Note that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note pursuant to Section 2.2(g).
(iii) Transfer of Beneficial Interests to Another Restricted Global Note . A beneficial interest in a Transfer Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Note if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:
(A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note; and
(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form attached to the applicable Note.
(iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in a Transfer Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:
(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note; or
(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form attached to the applicable Note,
and, in each such case, if the Company so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Note has
Appendix A-4
not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).
(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note . Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
(c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes . A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes . Transfers and exchanges of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii), (iii) or (iv) below, as applicable:
(i) Transfer Restricted Notes to Beneficial Interests in Restricted Global Notes . If any Holder of a Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Restricted Global Note or to transfer such Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form attached to the applicable Note;
(B) if such Transfer Restricted Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(C) if such Transfer Restricted Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(D) if such Transfer Restricted Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate from such Holder in the form attached to the applicable Note;
(E) if such Transfer Restricted Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate from such Holder in the form attached to the applicable Note, including the certifications, certificates and Opinion of Counsel, if applicable; or
(F) if such Transfer Restricted Note is being transferred to the Company or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Note;
the Registrar shall cancel the Transfer Restricted Note, and increase or cause to be increased the aggregate principal amount of the appropriate Restricted Global Note.
Appendix A-5
(ii) Transfer Restricted Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of a Transfer Restricted Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:
(1) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable Note; or
(2) if the Holder of such Transfer Restricted Notes proposes to transfer such Transfer Restricted Note to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form attached to the applicable Note,
and, in each such case, if the Company so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Registrar shall cancel the Transfer Restricted Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Notes transferred or exchanged pursuant to this subparagraph (ii).
(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes . A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Registrar shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order, the Trustee (or the Authenticating Agent, as applicable) shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Notes transferred or exchanged pursuant to this subparagraph (iii).
(iv) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes . An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon request by a Holder of Definitive Notes and such Holders compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).
(i) Transfer Restricted Notes to Transfer Restricted Notes. A Transfer Restricted Note may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Note if the Registrar receives the following:
(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note;
Appendix A-6
(B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, then the transferor must deliver a certificate in the form attached to the applicable Note;
(C) if the transfer will be made pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate in the form attached to the applicable Note;
(D) if the transfer will be made to an IAI in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) through (C) above, a certificate in the form attached to the applicable Note; and
(E) if such transfer will be made to the Company or a Subsidiary thereof, a certificate in the form attached to the applicable Note.
(ii) Transfer Restricted Notes to Unrestricted Definitive Notes. Any Transfer Restricted Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:
(A) if the Holder of such Transfer Restricted Note proposes to exchange such Transfer Restricted Note for an Unrestricted Definitive Note, a certificate from such Holder in the form attached to the applicable Note; or
(B) if the Holder of such Transfer Restricted Note proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form attached to the applicable Note,
and, in each such case, if the Company so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend are no longer required in order to maintain compliance with the Securities Act.
(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of an Unrestricted Definitive Note may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.
(iv) Unrestricted Definitive Notes to Transfer Restricted Notes. An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Note.
At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Registrar in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depository at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depository at the direction of the Registrar to reflect such increase.
Appendix A-7
(f) Legend .
(i) Except as permitted by the following paragraph (ii), each Note certificate evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE, OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES FOR THE BENEFIT OF FEDERAL-MOGUL LLC AND FEDERAL-MOGUL FINANCING CORPORATION (THE ISSUERS) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO EACH OF THE ISSUERS AND THE REGISTRARS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION OR DOCUMENTATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE REGISTRAR.
Appendix A-8
Each Temporary Regulation S Note shall bear the following additional legend:
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND THE NOTE EVIDENCED HEREBY MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
Each Global Note shall bear the following additional legends:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THE NOTE) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK MELLON, LONDON BRANCH, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK MELLON, LONDON BRANCH, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
(ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).
(iii) Upon a sale or transfer after the expiration of the Restricted Period of any Note acquired pursuant to Regulation S, all requirements that such Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Note be issued in global form shall continue to apply.
(iv) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.
(g) Cancellation or Adjustment of Global Note . At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Registrar in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Common Depository at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Common Depository at the direction of the Registrar to reflect such increase.
Appendix A-9
(h) Obligations with Respect to Transfers and Exchanges of Notes .
(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee (or the Authenticating Agent, as applicable) shall authenticate, Definitive Notes and Global Notes at the Registrars request.
(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, a Paying Agent or the Registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
(i) No Obligation of the Trustee or Registrar .
(i) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee and the Registrar may conclusively rely and shall be fully protected in so relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.
(ii) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appendix A-10
EXHIBIT A
[FORM OF FACE OF NOTE]
[Global Notes Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AS DEFINED IN THE INDENTURE GOVERNING THE NOTE) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Notes Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH ACQUISITION IS MADE, OR (C) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, AND (2) AGREES FOR THE BENEFIT OF FEDERAL-MOGUL LLC AND FEDERAL-MOGUL FINANCING CORPORATION (THE ISSUERS) TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE RESALE RESTRICTION TERMINATION DATE) WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT
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WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO EACH OF THE ISSUERS AND THE REGISTRARS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION OR DOCUMENTATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE REGISTRAR.
Each Temporary Regulation S Note shall bear the following additional legend:
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND THE NOTE EVIDENCED HEREBY MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.
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[FORM OF NOTE]
No. | |
5.000% Senior Secured Notes due 2024
Common Code | ||||
ISIN |
Federal-Mogul LLC, a Delaware limited liability company, and Federal-Mogul Financing Corporation, a Delaware corporation, promise to pay to , or registered assigns, the principal sum of EURO [, as the same may be revised from time to time on the Schedule of
Increases or Decreases in Global Note attached hereto,] 1 on July 15, 2024.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Additional provisions of this Note are set forth on the other side of this Note.
1 |
Use the Schedule of Increases and Decreases language if Security is in Global Form. |
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IN WITNESS WHEREOF, the parties have caused this instrument to be signed manually or in facsimile by its duly authorized officers.
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
|
|
Name: | ||
Title: |
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AUTHENTICATING AGENTS CERTIFICATE OF
|
||
AUTHENTICATION | ||
THE BANK OF NEW YORK MELLON, LONDON | ||
BRANCH, | ||
as Authenticating Agent, certifies that this is | ||
one of the Notes
|
||
referred to in the Indenture. | ||
By: |
|
|
Authorized Signatory |
Dated:
*/ |
If the Note is to be issued in global form, add the Global Notes Legend and the attachment from Exhibit A captioned TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE. |
A-5
[FORM OF REVERSE SIDE OF NOTE]
5.000% Senior Secured Notes due 2024
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. |
Interest |
Federal-Mogul LLC, a Delaware limited liability company (the Company), and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the Issuers), promise to pay interest on the principal amount of this Note at the rate per annum shown above. The Issuers shall pay interest semiannually in arrears on January 15 and July 15 of each year, commencing January 15, 2018. Interest on the Notes shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, June 29, 2017 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Notes, and they shall pay interest on overdue installments of interest at the same rate to the extent lawful.
2. |
Method of Payment |
The Issuers shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders at the close of business on the January 1 and July 1 preceding the interest payment date (whether or not a Business Day). Holders must surrender the Notes to the Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in euro or such other money of the European Union that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by a Holder to the Issuers or the Paying Agent. The Issuers shall make all payments in respect of a certificated Note (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made through the Paying Agent by mailing a check to the registered address of each Holder thereof.
3. |
Paying Agent and Registrar |
Initially, The Bank of New York Mellon, London Branch will act as Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. will act as Registrar. The Issuers may appoint and change any Paying Agent or Registrar without notice. The Issuers or any of their Wholly Owned Subsidiaries may act as Paying Agent or Registrar.
4. |
Indenture |
The Company issued the Notes under an Indenture, dated as of June 29, 2017 (the Indenture), among the Company, the Guarantors party thereto from time to time, The Bank of New York, London Branch, as trustee (the Trustee), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture for a statement of such terms and provisions.
The Notes are senior secured obligations of the Issuers. This Note is one of the Original Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.
A-6
To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors party to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.
5. |
Redemption |
Optional Redemption
(a) Except as set forth in the following paragraphs, the Notes shall not be redeemable at the option of the Issuers prior to July 15, 2020. On July 15, 2020 or thereafter, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
On and after July 15, 2020, the Issuers may redeem the Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable date of redemption, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below:
Year |
Redemption Price | |||
2020 |
102.500 | % | ||
2021 |
101.250 | % | ||
2022 and thereafter |
100.00000 | % |
(b) In addition, until July 15, 2020, the Issuers may, at their option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to any issuance of any Additional Notes) at a redemption price equal to 105.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date, subject to the right of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Notes that are issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering upon not less than 30 nor more than 60 days notice sent to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(c) Notice of any redemption of Notes described above may be given prior to such redemption, and any such redemption or notice may, at the Issuers discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the relevant Equity Offering, other offering or other transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers obligations with respect to such redemption may be performed by another Person.
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(d) The Registrar shall select the Notes to be redeemed in the manner described under Section 3.04.
Redemption for Taxation Reasons
(a) The Issuers may redeem the Notes in whole, but not in part, at any time upon giving not less than 30 days nor more than 60 days prior notice to the Holders of such Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to but not including the date fixed for redemption (a Tax Redemption Date) (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of:
(1) any change in, or amendment to, the law or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction; or
(2) any amendment to, or change in an official written application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice or revenue guidance) (each of the foregoing in clauses (1) and (2), a Change in Tax Law),
a Payor is, or on the next interest payment date in respect of such Notes would be, required to pay Additional Amounts with respect to such Notes, and such obligation cannot be avoided by taking reasonable measures available to the Payor (including, for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable, but not including assignment of the obligation to make payment with respect to such Notes). Such Change in Tax Law must (i) not have been publicly announced before the Issue Date and (ii) become effective on or after the Issue Date (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date).
(b) No such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication or mailing of any notice of redemption of any Notes pursuant to the foregoing, the Issuers will deliver to the Trustee and the Paying Agent (a) an Officers Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to their right so to redeem have been satisfied and (b) an opinion of an independent tax counsel of our choosing of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely on such Officers Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
(c) Upon receiving such notice of redemption, each holder will have the right to elect to not have its Notes redeemed, in which case the Payors will not be obligated to pay any Additional Amounts on any payment with respect to such Notes after the Tax Redemption Date (or, if we fail to pay the redemption price on the Tax Redemption Date, after such later date on which we pay the redemption price) solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts, and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law.
(d) If no election is made, the holder will have its Notes redeemed without any further action.
6. |
Sinking Fund |
The Notes are not subject to any sinking fund.
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7. |
Notice of Redemption |
At least 30 days but not more than 60 days prior to a redemption date pursuant to the optional redemption provisions of Paragraph 5 of the Note, the Issuers shall mail or cause to be mailed by first-class mail (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) (with a copy to the Trustee and the Paying Agent) a notice of redemption to each Holder whose Notes are to be redeemed at such Holders registered address (except that such notice of redemption may be mailed (or otherwise delivered in accordance with the procedures of Euroclear and Clearstream) more than 60 days prior to a redemption date if the notice is issued in connection with Section 8.01). Notes in denominations larger than 100,000 may be redeemed in part but only in whole multiples of 1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Notes (or such portions thereof) called for redemption.
8. |
Repurchase of Notes at the Option of the Holders upon Change of Control and Asset Sales |
Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuers to repurchase all or any part of such Holders Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record of the Notes at the close of business on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture.
In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Notes upon the occurrence of certain events.
9. |
Denominations; Transfer; Exchange |
The Notes are in registered form, without coupons, in denominations of 100,000 and any integral multiple of 1,000 in excess thereof. A Holder shall register the transfer of or exchange of Notes in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days prior to the mailing of a notice of redemption of Notes to be redeemed.
10. |
Persons Deemed Owners |
The registered Holder of this Note shall be treated as the owner of it for all purposes.
11. |
Unclaimed Money |
If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies.
12. |
Discharge and Defeasance |
Subject to certain conditions and as set forth in the Indenture, the Issuers at any time may terminate some of or all of their obligations under the Notes and the Indenture if the Issuers deposit with the Trustee (or such other entity directed, designated or appointed by the Issuers and reasonably acceptable to the Trustee acting for the Trustee for this purpose) money or Government Securities for the payment of principal and interest on the Notes to redemption or maturity, as the case may be.
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13. |
Amendment; Waiver |
Subject to certain exceptions set forth in the Indenture, (i) the Indenture, or the Notes may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend the Indenture, any Guarantee, the Notes or the Security Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency as certified by the Issuers; (ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (iii) to comply with the covenant relating to mergers, consolidations and sales of assets; (iv) to provide for the assumption of the Companys, FinCos or any Guarantors obligations to the Holders in a transaction that complies with the Indenture; (v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any Guarantor; (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (viii) to add a Guarantor under the Indenture or to release a Guarantor in accordance with the terms of the Indenture and to provide for any local law restrictions required by the jurisdiction of organization of such Guarantor; (ix) to conform the text of the Indenture, the Guarantees, the Notes or the Security Documents to any provision of the Offering Memorandum under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees, the Notes or the Security Documents as certified by the Issuers; (x) to provide for the issuance of Additional Notes permitted to be issued under the Indenture; (xi) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance of the Notes and administration of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (xii) to add additional assets as Collateral; or (xiii) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in the Indenture or any of the Security Documents.
14. |
Defaults and Remedies |
If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers) occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of outstanding Notes by notice to the Issuers, may declare the principal of, premium, if any, interest and any other monetary obligations on all the Notes to be due and payable immediately. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.
If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee written notice that an Event of Default is continuing, (ii) the Holders of at least 30% in principal amount of the outstanding Notes have requested the Trustee, in writing, to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any
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remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses that may be caused by taking or not taking such action.
The Issuers are required to deliver to the Trustee, annually, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year.
15. |
Trustee Dealings with the Issuers |
The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee.
16. |
No Recourse Against Others |
No past, present or future director, officer, employee, manager, incorporator, member, partner or stockholder of the Issuers or any Guarantor or any of their Subsidiaries or direct or indirect parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
17. |
Authentication |
This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.
18. |
Collateral |
This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents. The Collateral Trustee holds the Collateral in trust for the benefit of the Holders of the Notes pursuant to the Security Documents. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Collateral Trustee to enter into the Security Documents, and to perform its obligations and exercise its rights thereunder in accordance therewith.
19. |
Abbreviations |
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
20. |
Governing Law |
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
21. |
Common Code Numbers |
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused Common Code numbers to be printed on the Notes, and the Trustee may use
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Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the correctness or accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed on the other identification numbers placed thereon. The Issuers will furnish to any Holder of Notes upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
(Print or type assignees name, address and zip code)
(Insert assignees soc. sec. or tax identification No.)
and irrevocably appoint as agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.
Date: |
Your Signature: |
Sign exactly as your name appears on the other side of this Note.
Signature Guarantee: |
Signature of Signature Guarantee: | |
Date: |
||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
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Federal-Mogul LLC
Attention: Michelle Epstein Taigman
Facsimile: (248) 354-8103
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building Polaris
2-4 rue Eugène Ruppert
L-2453 Luxembourg
CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED NOTES
This certificate relates to principal amount of Notes held in (check applicable space) book entry or definitive form by the undersigned.
The undersigned (check one box below):
☐ has requested the Registrar by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);
☐ has requested the Registrar by written order to exchange or register the transfer of a Note or Notes.
In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:
CHECK ONE BOX BELOW
(1) | ☐ | to the Company or subsidiary thereof; or | ||
(2) | ☐ | to the Registrar for registration in the name of the Holder, without transfer; or | ||
(3) | ☐ | inside the United States to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | ||
(4) | ☐ | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or | ||
(5) | ☐ | to an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Registrar a signed letter containing certain representations and agreements in the form attached as Exhibit B to the Indenture; or | ||
(6) | ☐ | pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. |
Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (4), (5) or (6) is
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checked, the Issuers or the Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers or the Registrar have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
Date: | Your Signature: | |||||
Signature Guarantee: | Signature of Signature Guarantee: | |||||
Date: | ||||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a qualified institutional buyer within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigneds foregoing representations in order to claim the exemption from registration provided by Rule 144A.
Date: |
|
|||||||
NOTICE: To be executed by an executive officer |
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[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount of this Global Note is . The following increases or decreases in this Global Note have been made:
Date of Exchange |
Amount of decrease
in Principal Amount of this Global Note |
Amount of increase
in Principal Amount of this Global Note |
Principal amount of
this Global Note following such decrease or increase |
Signature of
|
||||||||||
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, check the box:
Asset Sale ☐ | Change of Control ☐ |
If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale Offer) or 4.08 (Change of Control Offer) of the Indenture, state the amount (100,000 or any integral multiple of 1,000):
| ||||||
Date: | Your Signature: |
|
||||
Signature Guarantee: | (Sign exactly as your name appears on the other side of this Note) | |||||
Signature Guarantee: | ||||||
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Registrar |
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EXHIBIT B
[FORM OF]
TRANSFEREE LETTER OF REPRESENTATION
The Bank of New York Mellon (Luxembourg) S.A.
[●]
This certificate is delivered to request a transfer of [●] principal amount of 5.000% Senior Secured Notes due 2024 (the Notes) of Federal-Mogul LLC, a Delaware limited liability company (the Company ), and Federal-Mogul Financing Corporation, a Delaware corporation ( Finco and, together with the Company, the Issuers ).
Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:
Name: |
Address: |
Taxpayer ID Number: |
The undersigned represents and warrants to you that:
(1) We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the Securities Act)), purchasing for our own account or for the account of such an institutional accredited investor at least 100,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase notes similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or their investment.
(2) We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which the Issuers or any affiliate of the Issuers was the owner of such Notes (or any predecessor thereto) (the Resale Restriction Termination Date) only (a) in the United States to a person whom we reasonably believe is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if applicable) or (d) pursuant to an effective registration statement under the Securities Act, in each of cases (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of Notes of the resale restrictions set forth above. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made to an institutional accredited investor prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the Registrar, which shall provide, among other things, that the transferee is an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and the Registrar reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(b), 2(c) or 2(d) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Issuers and the Registrar.
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Dated: |
||
TRANSFEREE: |
. |
|
By: |
B-2
EXHIBIT C
[FORM OF SUPPLEMENTAL INDENTURE] 2
[ ] SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of [ ], among the new guarantors named in the signature pages hereto (the Guarantors) 3 , 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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 350,000,000 aggregate principal amount of 5.000% Senior Secured Notes due 2024 (the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms,
2 |
May include any relevant local law restrictions. |
3 |
It shall not be required that any existing guarantors be party to a supplemental indenture to add new guarantors. |
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conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE NEW GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
[NEW GUARANTOR] | ||
By: |
|
|
Name: | ||
Title: | ||
THE BANK OF NEW YORK MELLON, LONDON | ||
BRANCH, as Trustee |
||
By: |
|
|
Name: | ||
Title: | ||
CO-ISSUERS | ||
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
|
|
Name: | ||
Title: |
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Exhibit 4.24
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this Supplemental Indenture ) is made and entered into as of this 4 th 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 ).
RECITALS OF THE ISSUERS
WHEREAS, Section 9.01(ix) of the Indenture, dated as of June 29, 2017 (the Indenture ), by and among the Issuers, the guarantors from time to time party thereto, the Trustee and the Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar, governing the Issuers outstanding 5.000% Senior Secured Notes due 2024 (the Notes ) and Section 13(ix) of the Notes provide that the Issuers, the guarantors party thereto, the Trustee and the Co-Collateral Trustees may amend or supplement the Indenture or the Notes without the consent of any Holder to conform the text of the Indenture or the Notes to any provision of the Offering Memorandum related to the offering of the Notes (the Offering Memorandum ) under the caption Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture or the Notes, as certified by the Issuers;
WHEREAS, the Issuers have requested and hereby request that the Trustee and Co-Collateral Trustees execute and deliver this Supplemental Indenture for the purpose of amending the Notes as permitted by Section 9.01(ix) of the Indenture and Section 13(ix) of the Notes;
WHEREAS, the Issuers have delivered to the Trustee and the Co-Collateral Trustees simultaneously with the execution and delivery of this Supplemental Indenture an Officers Certificate and an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections 9.01(ix), 9.05 and 13.02 of the Indenture; and
WHEREAS, pursuant to Section 9.01(ix) of the Indenture and Section 13(ix) of the Notes, the Trustee and the Co-Collateral Trustees are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
SECTION 1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
1
SECTION 2. Amendment to the Notes .
a. |
The second sentence of Section 5(a) of the Notes is hereby deleted in its entirety and replaced with the following: |
At any time prior to July 15, 2020, the Issuers may redeem Notes, at their option, in whole at any time or in part from time to time, upon notice as described under Section 3.04, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of record at the close of business on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date.
SECTION 3. Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Ratification of Indenture and Notes; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Every reference in the Indenture and the Notes to the Indenture or the Notes shall hereby be deemed to mean the Indenture and the Notes as supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity, adequacy or sufficiency of this Supplemental Indenture.
SECTION 5. Certification . The Issuers do hereby certify that the amendments to the Notes provided for herein conform with the corresponding provision of the Description of Notes in the Offering Memorandum which was intended to be a verbatim recitation of such provision.
SECTION 6. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
SECTION 7. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 8. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Issuers and the Trustee assumes no responsibility for their correctness.
SECTION 9. The Co-Collateral Trustees . Neither Citibank, N.A., in its capacity as Retiring Collateral Trustee and as Co-Collateral Trustee, in each case under and as defined in that
2
certain Collateral Trustee Resignation and Appointment Agreement dated as of February 23, 2018 by and among the Issuers, the Trustee, Bank of America, N.A., as Co-Collateral Trustee, Successor Collateral Trustee and ABL Agent, Citibank, N.A., as Co-Collateral Trustee and Retiring Collateral Trustee and the other parties thereto (as amended, supplemented or otherwise modified from time to time, the CT Resignation Agreement ) nor Bank of America, N.A. shall be responsible in any manner whatsoever for or in respect of the validity, adequacy or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals and statements are made solely by the Issuers. Without limitation of the foregoing, Citibank, N.A., in its capacity as Retiring Collateral Trustee and as Co-Collateral Trustee, shall be entitled to all the benefits of the Surviving Provisions (as defined in the CT Resignation Agreement) with respect to this Supplemental Indenture.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, each of the parties hereto has caused this Supplemental Indenture to be executed by its duly authorized officers as of the date first written above.
ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Vice President of Investor Relations and Treasurer | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ James C. Zabriskie |
|||
Name: | James C. Zabriskie | |||
Title: | Treasurer |
Signature Page to First Supplemental Indenture (June Indenture)
GUARANTORS | ||||
CARTER AUTOMOTIVE COMPANY LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL PISTON RINGS, LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President |
Signature Page to First Supplemental Indenture (June Indenture)
FEDERAL-MOGUL MOTORPARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
FEDERAL-MOGUL WORLD WIDE LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
MUZZY-LYON AUTO PARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M MOTORPARTS TSC LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
Signature Page to First Supplemental Indenture (June Indenture)
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura Soave |
|||
Name: | Laura Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ Marco DeSanto |
|||
Name: | Marco DeSanto | |||
Title: | Senior Vice President | |||
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
Signature Page to First Supplemental Indenture (June Indenture)
TRUSTEE | ||||
THE BANK OF NEW YORK MELLON, LONDON BRANCH | ||||
By: |
/s/ Thomas Vanson |
|||
Name: | Thomas Vanson | |||
Title: | Authorized Signatory |
Signature Page to First Supplemental Indenture (June Indenture)
CO-COLLATERAL TRUSTEES | ||||
BANK OF AMERICA, N.A. | ||||
By: |
/s/ Kindra M. Mullarky |
|||
Name: | Kindra M. Mullarky | |||
Title: | Vice President | |||
CITIBANK, N.A. | ||||
By: |
/s/ David Foster |
|||
Name: | David Foster | |||
Title: | Attorney-in-Fact |
Signature Page to First Supplemental Indenture (June Indenture)
Exhibit 4.25
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 350,000,000 aggregate principal amount of 5.000% Senior Secured Notes due 2024 (the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
1
3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE NEW GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
2
11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
[ Signature page follows. ]
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
ADDITIONAL GUARANTORS: | ||||
FEDERAL-MOGUL IGNITION LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS COMPANY LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | President and Treasurer | |||
CO-ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | Vice President of Investor Relations and Treasurer | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | Treasurer |
[ Signature page to Second Supplemental Indenture (June 2017 Indenture) ]
TRUSTEE: | ||||
THE BANK OF NEW YORK MELLON, LONDON BRANCH, |
||||
By: |
/s/ Marilyn Chau |
|||
Name: | Marilyn Chau | |||
Title: | Vice President |
[ Signature page to Second Supplemental Indenture (June 2017 Indenture) ]
Exhibit 4.26
EXECUTION VERSION
THIRD SUPPLEMENTAL INDENTURE
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).
W I T N E S S E T H :
WHEREAS the Issuers have heretofore executed and delivered to the Trustee the Indenture, providing initially for the issuance of 350,000,000 aggregate principal amount of 5.000% Senior Secured Notes due 2024 (the Notes);
WHEREAS Sections 4.11 and 10.07 of the Indenture provide that under certain circumstances the Issuers are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Defined Terms . As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term Holders in this Guarantee shall refer to the term Holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Guarantee . The Guarantors hereby, jointly and severally with all existing Guarantors (if any), irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
1
3. Releases . A Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
4. Notices . All notices or other communications to the Guarantors shall be given as provided in Section 13.01 of the Indenture.
5. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
7. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
8. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
9. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
10. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction thereof.
11. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
2
12. Successors . All agreements of the Guarantors in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
[ Signature page follows. ]
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
FEDERAL-MOGUL NEW PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL PRODUCTS US LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
CO-ISSUERS | ||||
FEDERAL-MOGUL LLC | ||||
By: |
/s/ Jerome J. Rouquet |
|||
Name: | Jerome J. Rouquet | |||
Title: | Chief Financial Officer | |||
FEDERAL-MOGUL FINANCING CORPORATION | ||||
By: |
/s/ Jerome J. Rouquet |
|||
Name: | Jerome J. Rouquet | |||
Title: | Chief Financial Officer and Senior Vice President |
[ Signature page to Third Supplemental Indenture (June 2017 Indenture) ]
TRUSTEE: | ||||
THE BANK OF NEW YORK MELLON, LONDON BRANCH |
||||
By: |
/s/ Marco Thuo |
|||
Name: | Marco Thuo | |||
Title: | Vice President |
[ Signature page to Third Supplemental Indenture (June 2017 Indenture) ]
Exhibit 4.27
FOURTH SUPPLEMENTAL INDENTURE
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 The Bank of New York Mellon, London Branch, as trustee (the Trustee ).
W I T N E S S E T H
WHEREAS, Federal-Mogul LLC ( Federal-Mogul ), Finco, the Guarantors party thereto, 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, previously executed the delivered an indenture, dated as of June 29, 2017 (the Base Indenture ), providing for the issuance from time to time of one or more series of the Companys debt securities and establishing the form and terms of the 5.000% Senior Secured Notes due 2024 of Federal-Mogul and Finco, as Issuers (collectively, the Notes );
WHEREAS, Federal-Mogul, Finco, the Trustee and Bank of America, N.A. and Citibank, N.A. as co-collateral trustees previously executed and delivered a first supplemental indenture, dated as of April 4, 2018 (the First Supplemental Indenture ), amending the terms of the Notes;
WHEREAS, Federal-Mogul, Finco, the Trustee and the Guarantors party thereto previously executed and delivered a second supplemental indenture, dated as of June 29, 2018 (the Second Supplemental Indenture );
WHEREAS, Federal-Mogul, Finco, the Trustee and the Guarantors party thereto previously executed and delivered a third supplemental indenture (the Third Supplemental Indenture and the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the Indenture ), dated as of September 18, 2018;
WHEREAS, Federal-Mogul entered into that certain Membership Interest Purchase Agreement, dated as of April 10, 2018, with Tenneco, Federal-Mogul, American Entertainment Properties Corp. and Icahn Enterprises L.P., pursuant to which, on the date hereof, Tenneco will acquire all of the outstanding membership interests of Federal-Mogul and immediately thereafter Federal-Mogul shall merge with and into Tenneco, with Tenneco being the surviving entity (the Acquisition and Merger );
WHEREAS, Section 5.01 of the Indenture requires that upon consummation of the Acquisition and Merger, Tenneco shall expressly assume all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents pursuant to a supplemental indenture;
WHEREAS, the Existing Guarantors are not parties to the Acquisition and Merger, and, as a result, upon consummation of the Acquisition and Merger, Section 5.01 of the Indenture will require each Existing Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Existing Guarantor shall confirm that its Guarantee under the Indenture shall apply to Tennecos obligations under the Indenture and the Notes;
WHEREAS, upon consummation of the Acquisition and Merger, the Additional Guarantors will guarantee certain Indebtedness of Tenneco and, as a result, Sections 4.11 and 10.07 of the Indenture will require each Additional Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall become a Guarantor under Article 10 and shall guarantee the Guaranteed Obligations;
WHEREAS, pursuant to Section 9.01(iii) and (viii) of the Indenture, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture, without the consent of any Holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Defined Terms . As used in this Fourth Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words herein, hereof and hereby and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular section hereof.
2. Assumption of Obligations. Tenneco hereby assumes all of the obligations of Federal-Mogul under the Notes, the Indenture and the Security Documents, such that from and after the date hereof, Tenneco shall be deemed to be the Company and, together with Finco, the Issuers under the Notes and the Indenture.
3. Confirmation of Existing Guarantors . Each of the Existing Guarantors hereby confirms that its Guarantee under the Indenture shall apply to Tennecos obligations under the Indenture and the Notes.
4. Guarantee of Additional Guarantors . The Additional Guarantors hereby, jointly and severally with all Existing Guarantors, irrevocably and unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 of the Indenture, and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
5. Releases . A Guarantee as to any Additional Guarantor shall terminate and be of no further force or effect and such Additional Guarantor shall be deemed to be released from all obligations as provided in Section 10.03 of the Indenture.
6. Notices . All notices or other communications to the Issuers and the Guarantors shall be given as provided in Section 13.01 of the Indenture as follows:
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Attention: Chief Financial Officer
Facsimile: (847) 482-5180
and a copy to:
General Counsel
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Facsimile: (713) 235-9213
7. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
8. No Recourse Against Others . No past, present or future director, officer, employee, manager, incorporator, agent or holder of any Equity Interests in the Issuers or of the Guarantors or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers and the Guarantors under the Notes, the Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
9. Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Trustee Makes No Representation . The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.
11. Multiple Originals . The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or email (in PDF format or otherwise) shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or email (in PDF format or otherwise) shall be deemed to be their original signatures for all purposes.
12. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
13. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guarantors.
14. Successors. All agreements of Tenneco and the Guarantors in this Fourth Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
TENNECO INC., as Issuer and the Company | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
FEDERAL MOGUL FINANCING CORPORATION, as Issuer |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: |
Assistant Treasurer |
|
TENNECO AUTOMOTIVE OPERATING COMPANY INC., as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
THE PULLMAN COMPANY, as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
CLEVITE INDUSTRIES INC., as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: |
Vice President, Finance |
[Signature page to Fourth Supplemental Indenture]
TENNECO GLOBAL HOLDINGS INC, as Additional Guarantor |
||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
TMC TEXAS INC, as Additional Guarantor | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
TENNECO INTERNATIONAL HOLDING CORP., as Additional Guarantor |
||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
FEDERAL-MOGUL MOTORPARTS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | Vice President Treasury | |
FEDERAL-MOGUL POWERTRAIN LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL PISTON RINGS, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL POWERTRAIN IP, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL IGNITION LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FELT PRODUCTS MFG CO. LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL SEVIERVILLE, LLC, as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
MUZZY-LYON AUTO PARTS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: |
James Zabriskie |
|
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL CHASSIS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: |
James Zabriskie |
|
Title: | President | |
FEDERAL-MOGUL FILTRATION LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: |
James Zabriskie |
|
Title: | President | |
FEDERAL-MOGUL WORLD WIDE LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
CARTER AUTOMOTIVE COMPANY LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
BECK ARNLEY HOLDINGS LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
F-M MOTORPARTS TSC LLC, as Existing Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
F-M TSC REAL ESTATE HOLDINGS LLC, as Existing Guarantor |
||
By: |
/s/ Michael Proud |
|
Name: | Michael Proud | |
Title: | President | |
FEDERAL-MOGUL PRODUCTS US LLC as Existing Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee |
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By: |
/s/ Marco Thuo |
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Name: | Marco Thuo | |
Title: | Vice President |
[Signature page to Fourth Supplemental Indenture]
SCHEDULE I
Additional Guarantors
1. Tenneco Automotive Operating Company Inc.
2. Tenneco International Holding Corp.
3. The Pullman Company
4. Tenneco Global Holdings Inc.
5. Clevite Industries Inc.
6. TMC Texas Inc.
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SCHEDULE II
Existing Guarantors
1. | Carter Automotive Company LLC | |
2. | Federal-Mogul World Wide LLC | |
3. | Felt Products MFG. CO. LLC | |
4. | Muzzy-Lyon Auto Parts LLC | |
5. | Federal-Mogul Powertrain LLC | |
6. | Federal-Mogul Powertrain IP, LLC | |
7. | Federal-Mogul Piston Rings, LLC | |
8. | Federal-Mogul Ignition LLC | |
9. | Federal-Mogul Motorparts LLC | |
10. | Federal-Mogul Chassis LLC | |
11. | F-M Motorparts TSC LLC | |
12. | F-M TSC Real Estate Holdings LLC | |
13. | Federal-Mogul Valve Train International LLC | |
14. | Federal-Mogul Sevierville, LLC | |
15. | Beck Arnley Holdings LLC | |
16. | Federal-Mogul Filtration LLC | |
17. | Federal-Mogul Products US LLC |
Exhibit 4.28
Execution Version
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, 2017
TABLE OF CONTENTS
P AGE | ||||||
ARTICLE 1 |
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DEFINED TERMS |
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Section 1.01. |
Definitions |
2 | ||||
Section 1.02. |
Other Definitional Provisions |
10 | ||||
ARTICLE 2 |
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GRANTS OF SECURITY INTERESTS |
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Section 2.01. |
Grants of Security Interests |
10 | ||||
Section 2.02. |
[Reserved] |
11 | ||||
Section 2.03. |
[Reserved] |
11 | ||||
ARTICLE 3 |
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REPRESENTATIONS AND WARRANTIES |
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Section 3.01. |
Title; No Other Liens |
11 | ||||
Section 3.02. |
Perfected Security Interests |
11 | ||||
Section 3.03. |
Perfection Certificate |
11 | ||||
Section 3.04. |
Farm Products |
11 | ||||
Section 3.05. |
Pledged Securities |
11 | ||||
Section 3.06. |
Intellectual Property |
12 | ||||
Section 3.07. |
Deposit Accounts |
12 | ||||
Section 3.08. |
Material Government Contracts |
12 | ||||
Section 3.09. |
Commercial Tort Claims |
13 | ||||
Section 3.10. |
Pledged Promissory Notes |
13 | ||||
ARTICLE 4 |
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COVENANTS |
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Section 4.01. |
Delivery of Instruments, Certificated Securities and Chattel Paper |
13 | ||||
Section 4.02. |
Maintenance of Insurance |
13 | ||||
Section 4.03. |
Payment of Obligations |
13 | ||||
Section 4.04. |
Maintenance of Perfected Security Interests |
13 | ||||
Section 4.05. |
Changes in Locations, Name, etc |
14 | ||||
Section 4.06. |
Notices |
14 | ||||
Section 4.07. |
Investment Property |
14 | ||||
Section 4.08. |
Intellectual Property |
15 | ||||
Section 4.09. |
Deposit Accounts |
16 | ||||
Section 4.10. |
Receivables |
16 | ||||
Section 4.11. |
Material Government Contracts |
17 | ||||
Section 4.12. |
Commercial Tort Claims |
17 |
ARTICLE 5 |
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REMEDIAL PROVISIONS |
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Section 5.01. |
Investment Property, Including Pledged Stock |
18 | ||||
Section 5.02. |
Proceeds To Be Turned Over to Collateral Trustee |
18 | ||||
Section 5.03. |
Application of Proceeds |
19 | ||||
Section 5.04. |
UCC and Other Remedies |
19 | ||||
Section 5.05. |
Certain Matters Relating to Receivables |
19 | ||||
Section 5.06. |
Certain Matters Relating to Material Government Contracts |
20 | ||||
ARTICLE 6 |
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THE COLLATERAL TRUSTEE |
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Section 6.01. |
Collateral Trustees Appointment as Attorney-in-fact, etc |
20 | ||||
Section 6.02. |
Duty of Collateral Trustee |
21 | ||||
Section 6.03. |
Execution of Financing Statements |
22 | ||||
Section 6.04. |
Authority of Collateral Trustee |
23 | ||||
ARTICLE 7 |
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MISCELLANEOUS |
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Section 7.01. |
Amendments in Writing |
23 | ||||
Section 7.02. |
Notices |
23 | ||||
Section 7.03. |
No Waiver by Course of Conduct; Cumulative Remedies |
23 | ||||
Section 7.04. |
Successors and Assigns |
24 | ||||
Section 7.05. |
Counterparts |
24 | ||||
Section 7.06. |
Severability |
24 | ||||
Section 7.07. |
Section Headings |
24 | ||||
Section 7.08. |
Governing Law |
24 | ||||
Section 7.09. |
Submission to Jurisdiction; Waivers |
24 | ||||
Section 7.10. |
Acknowledgements |
25 | ||||
Section 7.11. |
Additional Grantors |
25 | ||||
Section 7.12. |
Termination of Security Interests; Release of Collateral |
25 | ||||
Section 7.13. |
Excluded Subsidiaries |
27 | ||||
Section 7.14. |
Waiver of Jury Trial |
27 | ||||
Section 7.15. |
Collateral Trust Agreement & Intercreditor Agreements |
27 | ||||
Section 7.16. |
The Notes Trustee |
27 |
ii
SCHEDULES AND ANNEXES |
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Schedule 1.01A |
Pledged Promissory Notes |
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Schedule 1.01B |
Pledged Stock |
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Schedule 1.01C |
Excluded Joint Ventures |
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Schedule 3.02 |
Perfection Matters |
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Schedule 3.06 |
Intellectual Property |
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Schedule 3.07 |
Deposit Accounts |
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Schedule 3.09 |
Commercial Tort Claims |
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Schedule 4.01 |
Certain Certificated Securities |
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Exhibit A |
Assumption Agreement |
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Exhibit B |
Deposit Account Control Agreement |
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Exhibit C |
Perfection Certificate |
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Exhibit D-1 |
List of Material Government Contracts |
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Exhibit D-2 |
Assignment of Government Contracts |
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Exhibit D-3 |
Notice of Assignment of Government Contracts |
COLLATERAL AGREEMENT
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).
RECITALS
A. Reference is made to that certain 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 and each individually an Issuer ), the other Subsidiaries of the Company party thereto, The Bank of New York Mellon, London Branch, as trustee (the Notes Trustee ), and as paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (as amended, supplemented or otherwise modified from time to time, the Indenture ). Under the Indenture the Issuers shall issue 350.0 million aggregate principal amount of 5.0% Senior Secured Notes due 2024 (the Notes ).
B. Reference is made (I) to that certain Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time (including pursuant to those certain Collateral Trust Joinders (as defined below)), the Collateral Trust Agreement ), among the Company, the other Subsidiaries of the Company party thereto, the Collateral Trustee and each of Credit Suisse AG, Cayman Islands Branch, Citibank, N.A., the Existing Notes Trustee (as defined below) and the Notes Trustee as First Priority Representatives (as therein defined), (II) to that certain ABL Intercreditor Agreement, dated as of April 15, 2014 (as amended, restated, supplemented or modified from time to time (including pursuant to that certain ABL Intercreditor Joinder (as defined below)), the ABL Intercreditor Agreement ), by and among Citibank, N.A. (as the Initial ABL Agent, as defined therein), Credit Suisse AG (as the Initial PP&E First Lien Agent, as defined therein), the Collateral Trustee, the Existing Notes Trustee and the Notes Trustee, and acknowledged and agreed to by the Company and certain subsidiaries of the Company and (III) to that certain Pari Passu Intercreditor Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time (including pursuant to that certain Joinder to Pari Passu Intercreditor Agreement (as defined below)), the Pari Passu Intercreditor Agreement ), among the Existing Notes Trustee, the Notes Trustee and Credit Suisse AG, Cayman Islands Branch (each as an Authorized Representative, as therein defined), the Collateral Trustee, and acknowledged and agreed to by the Company and the Guarantors party thereto.
C. Reference is made (I) to that certain Collateral Trust Joinder, dated as of March 30, 2017, among the Collateral Trustee and the Existing Notes Trustee (the Existing Collateral Trust Joinder ), pursuant to which the Existing Notes Trustee became a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined) and (II) to that certain Collateral Trust Joinder, dated as of the date hereof, among the Collateral Trustee and the Notes Trustee (the Collateral Trust Joinder and together with the Existing Collateral Trust Joinder, the Collateral Trust Joinders ), pursuant to which the Notes Trustee shall have become a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined).
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D. Reference is made to that certain Joinder Agreement No. 8, dated as of the date hereof, among the Collateral Trustee, Citibank, N.A. (in its capacity as Initial ABL Agent under the ABL Intercreditor Agreement), Credit Suisse AG, Cayman Islands Branch (in its capacity as an Initial PP&E First Lien Agent, as therein defined), the Existing Notes Trustee (as a PP&E First Lien Agent, as therein defined) and the Notes Trustee (the ABL Intercreditor Joinder ), pursuant to which the Notes Trustee shall have become a party to the ABL Intercreditor Agreement (as a PP&E First Lien Agent, as therein defined).
E. Reference is made to that certain Joinder to Pari Passu Intercreditor Agreement, dated as of the date hereof, among the Collateral Trustee, Credit Suisse AG, Cayman Islands Branch, the Existing Notes Trustee and the Notes Trustee (the Joinder to Pari Passu Intercreditor Agreement ), pursuant to which the Notes Trustee shall have become a party to the Pari Passu Intercreditor Agreement (as an Additional Senior Class Debt Representative, as therein defined).
F. Reference is made (I) to that certain Indenture, dated as of March 30, 2017, among the Issuers, the other Subsidiaries of the Company party thereto, Wilmington Trust, National Association, as trustee (the Existing Notes Trustee ), the Bank of New York Mellon, London Branch, as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar (the Existing Indenture ), under which the Issuers issued 415.0 million aggregate principal amount of 4.875% Senior Secured Notes due 2022 (the Existing Fixed Rate Notes ) and 300.0 million aggregate principal amount of Floating Rate Senior Secured Notes due 2024 (the Existing Floating Rate Notes , together with the Existing Fixed Rate Notes, the Existing Notes ) and (II) to that certain Collateral Agreement, dated as of March 30, 2017, made by the Grantors in favor of the Collateral Trustee in connection with the Existing Notes (as amended, supplemented or otherwise modified from time to time, the Existing Notes Collateral Agreement ).
G. Reference is made to that certain Amended and Restated Collateral Agreement dated as of April 15, 2014 among the Company, the other grantors party thereto and the Collateral Trustee, (as amended, supplemented or otherwise modified from time to time, the Existing TL & ABL Collateral Agreement ), pursuant to which the grantors granted security interests in the collateral described therein to secure the Secured Obligations (as therein defined) in respect of the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as provided herein.
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions .
(a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the ABL Intercreditor Agreement or the Indenture, as the context may require.
(b) Terms Defined in UCC . Each of the following terms are used herein as defined in the New York UCC: Accounts, Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Instruments, Inventory and Letter-of-Credit Rights, Record and Security.
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(c) Additional Definitions . The following additional terms shall have the following meanings:
Agreement shall mean this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
Applicable Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Applicable Representative shall have the meaning set forth in the Collateral Trust Agreement.
Assignment of Claims Act shall mean the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
Collateral shall mean, with respect to each Grantor, all of the following in which such Grantor now has or may hereafter acquire any right, title or interest: all Accounts, Chattel Paper, Commercial Tort Claims, Copyright Licenses, Copyrights, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Intellectual Property, Intercompany Loans, Intercompany Notes, Inventory, Investment Property, Letter-of-Credit Rights, Patent Licenses, Patents, Pledged Stock, Trademark Licenses, Trademarks and all other personal property, whether tangible or intangible, not described above in this definition, all books and records pertaining to any of the foregoing and, to the extent not otherwise included in the foregoing, all Proceeds and products of any and all of the foregoing and all collateral, guarantees and other supporting obligations given by any Person with respect to any of the foregoing; provided that Collateral shall in any event not include any Excluded Assets of such Grantor.
Collateral Trust Agreement shall have the meaning set forth in the preamble hereto.
Collateral Trustee shall have the meaning set forth in the preamble hereto.
Company shall have the meaning set forth in the preamble hereto.
Controlled Deposit Account shall mean, with respect to each Grantor, a Deposit Account maintained by such Grantor (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Collateral Trustee is the Depositary Banks customer (as defined in UCC Section 4-104).
Copyright Licenses shall mean, with respect to each Grantor, any written agreement naming such Grantor as licensor or licensee (including, without limitation, those listed in Schedule 3.06 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
Copyrights shall mean, (i) all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 3.06 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.
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Credit Agreement shall mean that certain Term Loan and Revolving Credit Agreement, dated as of April 15, 2014 among the Company, the lenders from time to time party thereto, Citibank, N.A., as administrative agent with respect to the revolving credit facility thereunder and Credit Suisse AG, as administrative agent with respect to the tranche C term loan facility thereunder (as amended, supplemented or otherwise modified from time to time).
Deposit Account shall have the meaning set forth in the UCC of any applicable jurisdiction and, in any event, shall include, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. Notwithstanding the foregoing, demand, time, savings, passbook or like accounts established or maintained pursuant to and solely for the purposes of the BMG Cash Pooling Arrangement shall not constitute Deposit Accounts of any Group Member.
Deposit Account Control Agreement shall mean, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement substantially in the form of Exhibit B (with any changes that the Collateral Trustee shall have approved at the direction of the Applicable Representative among such Grantor, the Collateral Trustee and the relevant Depositary Bank, (i) providing that such Depositary Bank will comply with instructions originated by the Collateral Trustee directing disposition of the funds in such Deposit Account without further consent by such Grantor and (ii) subordinating to the PP&E Indenture Security Interest granted hereunder all claims of the Depositary Bank to such Deposit Account (except its right to deduct its normal operating charges and any uncollected funds previously credited thereto), in each case as amended, supplemented or otherwise modified from time to time.
Depositary Bank shall mean a bank at which a Controlled Deposit Account is maintained.
Discharge of Borrowing Base Priority Obligations shall have the meaning set forth in the ABL Intercreditor Agreement.
Discharge of PP&E Credit Agreement Secured Obligations shall have the meaning set forth in the Pari Passu Intercreditor Agreement.
Discharge of PP&E Indenture Secured Obligations means, subject to Section 5.03 hereof,
(a) satisfaction and discharge of the Indenture as provided for therein;
(b) the occurrence of a Legal Defeasance or Covenant Defeasance of the Notes as set forth in the Indenture;
(c) payment in full and discharge of all Notes outstanding under the Indenture and all Obligations that are outstanding, due and payable under the Indenture at the time the Notes are paid in full and discharged; or
(d) the termination of all rights of the holders of the Notes in whole, with the consent of the Holders of the requisite percentage of Notes, in accordance with the provisions of the Indenture.
Event of Default shall mean any Event of Default under (and as such term is defined in) any Specified Agreement.
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Excluded Assets shall mean, collectively, with respect to each Grantor, (a) any contract, General Intangible, Copyright License, Patent License or Trademark License ( Intangible Assets ), in each case to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such Intangible Asset (i) is prohibited by any contract, agreement, instrument or indenture governing such Intangible Asset, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained (except, in the case of clauses (i), (ii) and (iii), to the extent such prohibition, right of termination, or requirement of consent, as applicable, is rendered ineffective by the applicable provisions of the New York UCC or other applicable law); provided that any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets, (b) any intent-to-use Trademark application prior to the filing of a Statement of Use or an Amendment to Allege Use with respect thereto, solely to the extent, if any, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (c) all Securitization Assets, (d) Receivables that have been disposed of by a Grantor pursuant to a Factoring Arrangement, (e) Excluded Deposit Accounts, (f) Excluded Joint Ventures, (g) any assets specifically described in Section 7.13 as not being subject to pledge under the Loan Documents and (h) the Capital Stock of any Excluded Subsidiary other than 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (c) of the definition of Excluded Subsidiary that is directly owned by the Company or any Grantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Grantor.
Excluded Deposit Account shall mean, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and (b) any Deposit Account the funds in which consist solely of (i) funds held by Company or any Subsidiary in trust for any director, officer or employee of Company or any Subsidiary or any employee benefit plan maintained by Company or any Subsidiary or (ii) funds representing deferred compensation for the directors, officers and employees of Company and the Subsidiaries. As of the Issue Date, all Excluded Deposit Accounts are listed on Schedule 3.07 .
Excluded Joint Venture shall mean (a) each joint venture listed on Schedule 1.01C and (b) each joint venture of a Grantor to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such joint venture (i) is prohibited by any contract, agreement, instrument or indenture governing such joint venture, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained; provided , that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC.
Existing Indenture shall have the meaning set forth in the recitals hereto.
Existing Notes Collateral Agreement shall have the meaning set forth in the recitals hereto.
Existing Notes shall have the meaning set forth in the recitals hereto.
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Existing Notes Trustee shall have the meaning set forth in the recitals hereto.
Existing Security Interests shall have the meaning set forth in Section 2.01 hereto.
Existing TL & ABL Collateral Agreement shall have the meaning set forth in the recitals hereto.
Factoring Arrangements shall mean any arrangements between a Group Member and a third party (other than an Affiliate) under which the Receivables of such Group Member are factored on a non-recourse basis.
Federal Government shall mean the federal government of the United States or any agency or instrumentality thereof.
Final Release Date shall mean the date on which the Discharge of PP&E Indenture Secured Obligations shall have occurred.
General Intangibles shall mean, with respect to each Grantor, all general intangibles as such term is defined in Article 9 of the New York UCC and, in any event, including, without limitation, with respect to such Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.
Grantor shall have the meaning set forth in the preamble hereto.
Group Members shall mean Company and the Restricted Subsidiaries.
Issue Date shall mean June 29, 2017.
Indenture shall have the meaning set forth in the recitals hereto.
Intellectual Property shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, service marks, trademark and service mark licenses, trade names, technology, know-how, trade secrets and processes, all registrations and applications for registration of any of the foregoing, all goodwill associated with any of the foregoing, and all rights to sue at law or in equity for any infringement or other impairment or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.
Intercompany Loans shall mean the collective reference to all loans and advances, whether or not evidenced by any promissory note or other instrument, made by any Grantor to any Foreign Subsidiary, other than such loans and advances in respect of which the pledge thereof would, in the good faith judgment of Company, result in adverse tax consequences to any Group Member.
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Intercompany Notes shall mean any promissory note or other instrument evidencing an Intercompany Loan that may be issued to, or held by, any Grantor while this Agreement is in effect (including, without limitation, those promissory notes evidencing Intercompany Loans included on Schedule 1.01A ).
Intercreditor Agreements shall mean the ABL Intercreditor Agreement and each applicable PP&E Intercreditor Agreement (including the Pari Passu Intercreditor Agreement) and each of the foregoing, an Intercreditor Agreement.
Investment Property shall mean the collective reference to (i) all investment property as such term is defined in Article 9 of the New York UCC (other than any voting stock of any Excluded Subsidiary or Capital Stock of any Excluded Joint Venture excluded from the definition of Pledged Stock) and (ii) whether or not constituting investment property as so defined, all Pledged Securities.
Investment Property Issuer shall mean with respect to any Investment Property, each issuer of such Investment Property.
Material Government Contract shall mean, with respect to each Grantor, a contract between such Grantor and either (i) the Federal Government or (ii) a state or local government of the United States or any agency or instrumentality thereof, that provides for payments to such Grantor in an aggregate amount exceeding $2,000,000.
Mortgage means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee on the Mortgaged Property, in form and substance similar to the Mortgages delivered under the Credit Agreement, (with such changes as are advisable or are customary under the law of the jurisdiction in which the mortgage or deed of trust is to be recorded).
Mortgaged Property means each parcel of real estate required to be encumbered by a Mortgage pursuant to Schedule 5(a) of the Perfection Certificate.
New York UCC shall mean the UCC as from time to time in effect in the State of New York.
Notes Trustee shall have the meaning set forth in the recitals hereto.
Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Pari Passu Intercreditor Agreement shall have the meaning set forth in the recitals hereto.
Patent License shall mean, with respect to each Grantor, all agreements, whether written or oral, providing for the grant by or to such Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Patents shall mean, (i) all letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 3.06 , (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (iii) all rights to obtain any reissues or extensions of the foregoing.
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Perfection Certificate shall mean, with respect to each Grantor that is a Domestic Subsidiary, a certificate substantially in the form of Exhibit C , completed and supplemented with the schedules contemplated thereby, and signed by an officer of such Grantor.
Permitted Liens shall mean (i) the Existing Security Interests, (ii) the PP&E Indenture Security Interests and (iii) any other Liens on the Collateral not prohibited by any Specified Agreement.
Permitted Securitization Transaction shall mean one or more securitization transactions permitted under each of the Specified Agreements pursuant to which any Group Member securitizes Receivables and Related Security, including without limitation, as a result of the sale or granting of a Lien on such Receivables and Related Security to any SPV and the contribution of Receivables and Related Security to such SPV.
Pledged Securities shall mean the collective reference to the Pledged Stock and the Intercompany Notes.
Pledged Stock shall mean the shares of Capital Stock listed on Schedules 1.01B and 1 .01C , together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, however, that (i) in no event shall more than 65% of the total outstanding voting and 100% of the total outstanding non-voting Capital Stock of any Excluded Subsidiary constitute Pledged Stock hereunder and under the other Note Documents and (ii) no Capital Stock of any Excluded Joint Venture shall constitute Pledged Stock hereunder and under the other Note Documents.
PP&E Credit Agreement Secured Parties shall have the meaning set forth in the Existing TL & ABL Collateral Agreement.
PP&E Credit Agreement Secured Obligations shall have the meaning set forth in the Existing TL & ABL Collateral Agreement.
PP&E Existing Indenture Secured Obligations shall mean all Obligations under the Existing Indenture and under the Existing Notes, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Existing Indenture or the Existing Notes but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
PP&E Existing Indenture Secured Parties shall mean the holders of the PP&E Existing Indenture Secured Obligations, including, without limitation, the Collateral Trustee, the Existing Notes Trustee and the holders of the Existing Notes from time to time.
PP&E Indenture Secured Obligations shall mean all Obligations under the Indenture and under the Notes, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Indenture or the Notes but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
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PP&E Indenture Secured Parties shall mean the holders of the PP&E Indenture Secured Obligations, including, without limitation, the Collateral Trustee, the Notes Trustee and the holders of the Notes from time to time.
PP&E Indenture Security Interests shall have the meaning set forth in Section 2.01 hereto.
Proceeds shall mean all proceeds as such term is defined in Article 9 of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.
Related Security shall mean, with respect to any Receivables, (a) all Liens and property subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of any Group Member or any SPV in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Securitization Transactions in respect of such goods have been paid, (d) all collections with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing.
Revolving Administrative Agent shall mean the Revolving Administrative Agent defined or designated as such pursuant to the Credit Agreement.
Securitization Assets shall mean (i) all Securitized Receivables; (ii) all Related Security with respect to all Securitized Receivables; (iii) all cash collections and other cash proceeds of Securitized Receivables, including, without limitation, cash proceeds of all Related Security with respect to all Securitized Receivables; (iv) each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds described in the preceding clause (iii) are collected or deposited and all balances, checks, money orders and other instruments from time to time therein; and (v) all documentation evidencing any Permitted Securitization Transaction.
Securitized Receivables shall mean all Receivables that have been sold, transferred or assigned pursuant to a Permitted Securitization Transaction.
Security Documents shall mean, collectively (i) the Security Documents as defined in the Indenture and (ii) each Deposit Account Control Agreement.
Specified Agreements shall mean, collectively, the ABL Loan Facility, the Credit Agreement, the Indenture and the Intercreditor Agreements.
SPV shall mean a wholly-owned Subsidiary of Company which is created for the sole purpose of purchasing Receivables from any Group Member as part of a Permitted Securitization Transaction, which engages in no activities other than in connection with the financing of Receivables and which is designated as an SPV by the board of directors of Company.
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Subsidiary Grantors shall mean, collectively, each Grantor other than Company.
Term Administrative Agent shall mean the Term Administrative Agent defined or designated as such pursuant to the Credit Agreement.
Trademark License shall mean, with respect to any Grantor, any agreement, whether written or oral, providing for the grant by or to such Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Trademarks shall mean, (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (ii) the right to obtain all renewals thereof.
Section 1.02. Other Definitional Provisions . (a) The words . hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.
(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantors Collateral or the relevant part thereof.
ARTICLE 2
GRANTS OF SECURITY INTERESTS
Section 2.01. Grants of Security Interests . Each Grantor, pursuant to the Existing TL & ABL Collateral Agreement, has granted to the Collateral Trustee, for the benefit of the ABL Secured Parties, as security for such Grantors Borrowing Base Priority Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired, and granted to the Collateral Trustee, for the benefit of the PP&E Credit Agreement Secured Parties, as security for such Grantors PP&E Credit Agreement Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired (the Existing Credit Agreement Security Interests ). Each Grantor, pursuant to the Existing Notes Collateral Agreement, has granted to the Collateral Trustee for the benefit of the PP&E Existing Indenture Secured Parties as security for such Grantors PP&E Existing Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired (the Existing Indenture Secured Interests and together with the Existing Credit Agreement Security Interests, the Existing Security Interests ). Pursuant to this Agreement, each Grantor hereby grants to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties, as security for such Grantors PP&E Indenture Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether now existing or hereafter acquired (the security interests granted hereby to secure the PP&E Indenture Secured Obligations, the PP&E Indenture Security Interests ).
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Section 2.02. [Reserved].
Section 2.03. [Reserved].
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Trustee and the PP&E Indenture Secured Parties that:
Section 3.01. Title; No Other Liens . Such Grantor owns or has rights in each item of its Collateral free and clear of any and all Liens or claims of others other than Permitted Liens. To the knowledge of each Grantor, no financing statement, security agreement, mortgage or other public notice, in any such case authorized by any such Grantor, with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed with respect to Permitted Liens.
Section 3.02. Perfected Security Interests .
(a) Each PP&E Indenture Security Interest, upon execution and delivery of the Collateral Trust Joinder and completion of the filings and other actions specified on Schedule 3.02 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid, perfected (to the extent it can be perfected by the completion of such filings and other applicable actions under applicable law), separate and distinct security interests in all of the Collateral in favor of the Collateral Trustee, for the benefit of the PP&E Indenture Secured Parties that are secured parties with respect to the PP&E Indenture Security Interests, as collateral security for the PP&E Indenture Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor.
(b) The PP&E Indenture Security Interests are prior to all other Liens on the Collateral except for other Permitted Liens described in clauses (i) and (ii) of the definition thereof which have priority over, or parity with, the PP&E Indenture Security Interests by operation of law; provided that no representations are made with respect to the requirements of any laws of any jurisdiction other than the United States or any State thereof with respect to the perfection or priority of the PP&E Indenture Security Interests.
Section 3.03. Perfection Certificate . Such Grantor (if a Domestic Subsidiary) has delivered a Perfection Certificate to the Collateral Trustee. The information set forth therein is correct and complete as of the date hereof.
Section 3.04. Farm Products . None of the Collateral of such Grantor constitutes, or is the Proceeds of, Farm Products.
Section 3.05. Pledged Securities . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each
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Investment Property Issuer owned by such Grantor; provided that with respect to each Investment Property Issuer which is an Excluded Subsidiary, not more than 65% of the voting and 100% of the non-voting stock of any such Investment Property Issuer is pledged hereunder.
(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and non-assessable.
(c) Each of the Intercompany Notes, when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens.
Section 3.06. Intellectual Property . (a) Schedule 3.06 lists all Intellectual Property consisting of United States Patents, Trademarks and Copyrights, applications for United States Patents, and applications for registration of United States Trademarks and Copyrights, and each Patent License, Trademark License and Copyright License in respect of which the annual license payment is greater than $2,000,000, in each case owned by such Grantor in its own name (or in the name of a predecessor entity or in a prior name) on the date hereof.
(b) Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property by such Grantor or the validity or effectiveness of any Intellectual Property owned by such Grantor, nor does Company know of any valid basis for any such claim. To the knowledge of Company, the use of Intellectual Property by each Grantor does not infringe on the rights of any Person in any material respect.
(c) Except as set forth in Schedule 3.06 , on the date hereof, none of the Intellectual Property is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
Section 3.07. Deposit Accounts . On the date hereof, all Deposit Accounts (including Excluded Deposit Accounts) of such Grantor are listed in Schedule 3.07 .
Section 3.08. Material Government Contracts . (a) Exhibit D-1 lists all Material Government Contracts to which such Grantor is a party as of the date hereof. Such Grantor has executed and delivered to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D -2 and D -3 , with respect to each of its Material Government Contracts with the Federal Government.
(b) When any notice of assignment referred to in Section 3.08(a) or Section 4.11(a) is filed with the governmental authority or agency or other office described therein, the PP&E Indenture Security Interests will constitute a valid assignment of the Material Government Contract identified therein, to the extent that such validity is governed by the Assignment of Claims Act.
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Section 3.09. Commercial Tort Claims . On the date hereof, all Commercial Tort Claims held by such Grantor are listed in Schedule 3.09 .
Section 3.10. Pledged Promissory Notes . On the date hereof, all promissory notes evidencing amounts owed to any Grantor are set forth on Schedule 1.01A .
ARTICLE 4
COVENANTS
Each Grantor covenants and agrees with the Collateral Trustee and the PP&E Indenture Secured Parties that, from and after the Issue Date until the Final Release Date:
Section 4.01. Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Trustee, duly indorsed to the Collateral Trustee, to be held as Collateral pursuant to this Agreement; provided however, that, prior to the Discharge of Borrowing Base Priority Obligations and the Discharge of PP&E Credit Agreement Secured Obligations, delivery to the ABL Agent, the Collateral Trustee or the Applicable Authorized Representative (as defined in the Pari Passu Intercreditor Agreement) as applicable pursuant to the terms of each applicable Intercreditor Agreement, shall be deemed to constitute delivery hereunder.
Section 4.02. Maintenance of Insurance . (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies of the type described in, and to the extent required by the Indenture.
(b) Company shall deliver to the Collateral Trustee and the Notes Trustee a report of a reputable insurance broker with respect to the insurance being maintained by the Company and the Guarantors substantially concurrently with each delivery of Companys audited annual financial statements under the Indenture and such supplemental reports with respect thereto as the Collateral Trustee may from time to time reasonably request.
Section 4.03. Payment of Obligations . Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.
Section 4.04. Maintenance of Perfected Security Interests . Such Grantor shall maintain each of the PP&E Indenture Security Interests as perfected security interests having at least the priority described in Section 3.02 and shall defend the PP&E Indenture Security Interests against the claims and demands of all Persons whomsoever (other than with respect to claims and demands by the beneficiaries of any PP&E Indenture Security Interests granted or permitted hereunder). Without limiting the generality of the
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foregoing, such Grantor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state or federal law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfected the PP&E Indenture Security Interests in the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Trustee promptly after each such filing. The Collateral Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC or any other applicable law in connection with the Collateral.
Section 4.05. Changes in Locations, Name, etc . Such Grantor will not, except upon 15 days prior written notice to the Collateral Trustee and delivery to the Collateral Trustee of all additional executed financing statements and other documents reasonably requested by the Collateral Trustee to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 3.03 , or (ii) change its name, identity or corporate or other organizational structure.
Section 4.06. Notices . Promptly after having knowledge thereof, such Grantor will advise the Collateral Trustee and the Notes Trustee, in reasonable detail, of:
(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect, in a material respect, the ability of the Collateral Trustee to exercise any of its remedies hereunder; and
(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.
Section 4.07. Investment Property . (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Investment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee, hold the same in trust for the Collateral Trustee and deliver the same forthwith to the Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required by the Collateral Trustee) and with, if the Collateral Trustee so requests, signature guaranteed, to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Indenture or any other Note Documents and subject to the Intercreditor Agreements, any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Collateral Trustee to be held by it hereunder as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject
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to a perfected security interest in favor of the Collateral Trustee, be delivered to the Collateral Trustee to be held by it hereunder as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such Grantor while an event of default has occurred and is continuing under the provisions of the Note Documents, such Grantor shall, until such money or property is paid or delivered to the Collateral Trustee, hold such money or property in trust for the Collateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the PP&E Indenture Secured Obligations of such Grantor, in each case subject to the Intercreditor Agreements.
(b) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Section 5.01(b) shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 5.01(b) with respect to the Investment Property issued by it.
Section 4.08. Intellectual Property . (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Trademark ) in order to maintain such Material Trademark in full force free from any claim of abandonment for non-use, (ii) use such Material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and (iii) not (and not permit any licensee or sub-licensee thereof to) knowingly do any act or knowingly omit to do any act whereby such Material Trademark may become invalidated or impaired in any material respect.
(b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any Patent owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Patent ) may become forfeited, abandoned or dedicated to the public.
(c) Such Grantor (either itself or through licensees) will not knowingly do any act or knowingly omit to do any act whereby any Copyright owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Copyright ) may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly do any act whereby any Material Copyright may fall into the public domain.
(d) Such Grantor (either itself or through licensees) will not knowingly do any act or omit to do any act if the performance or nonperformance of such act could reasonably be expected to result in a material infringement to the Intellectual Property of any Person.
(e) Such Grantor will notify the Collateral Trustee and the Notes Trustee immediately if it knows that any application or registration relating to any Intellectual Property owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole ( Material Intellectual Property ), may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any
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proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) challenging such Grantors ownership of, or the validity of, any such Material Intellectual Property or such Grantors right to register the same or to own and maintain the same.
(f) If during any fiscal quarter such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for a Patent with the United States Patent and Trademark Office, or an application for the registration of any Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, respectively, (ii) otherwise acquire any Patent or Trademark issued by, registered with, or applied for in the United States Patent and Trademark Office, or any Copyright registered with or applied for in the United States Copyright Office, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application owned by such Grantor, such Grantor shall report such acquisition or filing to the Collateral Trustee, the ABL Agent, each PP&E First Lien Agent (including the Notes Trustee), and each PP&E Second Lien Agent within 45 days after the last day of such fiscal quarter. Upon request of the Collateral Trustee (acting at the direction of the Notes Trustee), such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.
(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.
(h) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Material Intellectual Property (which may include the grant of a license to such third party).
Section 4.09. Deposit Accounts . Each Grantor will ensure that (i) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor in existence on the Issue Date (or on the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall at all times be a Controlled Deposit Account and (ii) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor established after the Issue Date (or after the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall be a Controlled Deposit Account within 20 days after such Deposit Account is established (or such longer period of time as the Collateral Trustee shall agree in its reasonable discretion); provided however that the foregoing shall be subject to any post-close periods following the Issue Date permitted in the Indenture for execution of control agreements with respect to the Deposit Accounts.
Section 4.10. Receivables .
(a) While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee shall have the right to make test verifications of the Receivables in any manner and through any medium
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that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee, acting at the direction of the Applicable Representative, may require in connection with such test verifications.
(b) [Reserved].
(c) Subject to the provisions of Section 5.05 , each Grantor is authorized to continue to collect such Grantors Receivables in accordance with its customary practices, at its own expense, and to adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices.
(d) At the Collateral Trustees request, each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.
(e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any PP&E Indenture Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any PP&E Indenture Secured Party of any payment relating thereto.
Section 4.11. Material Government Contracts .
(a) Each Grantor will, from time to time, amend and supplement Exhibit D-1 to include each Material Government Contract entered into by it after the Issue Date, by delivering to the Collateral Trustee a supplemental schedule of Material Government Contracts. Concurrently therewith, such Grantor will execute and deliver to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D -2 and D -3 , with respect to each Material Government Contract with the Federal Government listed on such supplemental schedule.
(b) Each Grantor will, from time to time, execute and file (and deliver copies thereof to the Collateral Trustee) all assignments, notices of assignment and other documents required to be filed with any state or local government or agency to insure that such Grantors Material Government Contracts with such government or agency are validly assigned to the Collateral Trustee to the extent that such validity is governed by applicable provisions of state or local law.
Section 4.12. Commercial Tort Claims . Each Grantor agrees that within 10 days of the identification of the existence of any Commercial Tort Claim, such Grantor shall notify the Collateral Trustee of such Commercial Tort Claim, and shall execute such additional documents as shall be required to ensure that such Commercial Tort Claim is subject to each of the PP&E Indenture Security Interests hereunder.
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ARTICLE 5
REMEDIAL PROVISIONS
Section 5.01. Investment Property, Including Pledged Stock . (a) Unless an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall have given notice to the relevant Grantor of the Collateral Trustees intent to exercise its corresponding rights pursuant to Section 5.01(b) , each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property, paid in the ordinary course of business of the relevant Investment Property Issuer, to the extent permitted under the Specified Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which, as the Collateral Trustee shall be advised by the Notes Trustee, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Specified Agreement.
(b) If an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, subject to the Intercreditor Agreements, (i) the Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property pledged by a Grantor and make application thereof as specified in Section 3.04 of the Collateral Trust Agreement, and (ii) any or all of the Investment Property pledged by a Grantor shall be registered in the name of the Collateral Trustee or its nominee, and the Collateral Trustee or its nominee may during such period exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor hereunder to, subject to the Intercreditor Agreements, (i) comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Applicable Notice of Event of Default is in effect and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, and (ii) if an Applicable Notice of Event of Default is in effect, pay any dividends or other payments with respect to such Investment Property directly to the Collateral Trustee.
Section 5.02. Proceeds To Be Turned Over to Collateral Trustee . If an Applicable Notice of Event of Default shall be in effect, all Proceeds paid in respect of any Collateral received by any Grantor consisting of cash, checks and other similar items shall be held by such Grantor in trust for the Collateral
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Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) subject to the Intercreditor Agreements.
Section 5.03. Application of Proceeds . All Proceeds of the Collateral received by the Collateral Trustee hereunder shall be held and applied in accordance with Section 3.04 of the Collateral Trust Agreement.
Section 5.04. UCC and Other Remedies . If an Applicable Notice of Event of Default is in effect, the Collateral Trustee, on behalf of the PP&E Indenture Secured Parties, may exercise (subject to the Intercreditor Agreements, and in accordance with the Collateral Trust Agreement), in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the PP&E Indenture Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, brokers board or office of the Collateral Trustee or any PP&E Indenture Secured Party or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Trustee or any PP&E Indenture Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Trustees request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantors premises or elsewhere. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.04 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Trustee and the PP&E Indenture Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the PP&E Indenture Secured Obligations, in the order specified in the Collateral Trust Agreement, and only after such application and after the payment by the Collateral Trustee of any other amount required by any provision of law, including, without limitation, Article 9 of the New York UCC, shall the Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any PP&E Indenture Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
Section 5.05. Certain Matters Relating to Receivables . While an Applicable Notice of Event of Default shall be in effect, each Grantor will, if requested to do so by the Collateral Trustee, promptly notify (and such Grantor authorizes the Collateral Trustee so to notify) each account debtor in respect of
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any of its Receivables that such Receivables have been assigned to the Collateral Trustee hereunder, and that any payments due or to become due in respect of such Receivables are to be made directly to the Collateral Trustee or its designee, as instructed by the Collateral Trustee.
Section 5.06. Certain Matters Relating to Material Government Contracts . While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee may, at the Grantors expense: (i) cause to be filed, delivered and recorded with the Federal Government in accordance with the Assignment of Claims Act any or all assignments and/or notices of assignment executed and delivered to the Collateral Trustee pursuant to Section 3.08(a) and Section 4.11(a) ; and (ii) cause to be filed, delivered and/or recorded with the relevant state or local government or agency any or all assignments, notices of assignment and/or other documents executed and delivered to the Collateral Trustee pursuant to Section 4.11(b) .
ARTICLE 6
THE COLLATERAL TRUSTEE
Section 6.01. Collateral Trustees Appointment as Attorney-in-fact, etc . (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact while an Applicable Notice of Event of Default is in effect, with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following while an Applicable Notice of Event of Default is in effect:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Collateral Trustee for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees and the PP&E Indenture Secured Parties security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.04 , any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
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(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Trustee (acting in consultation with the Applicable Representative) shall in its reasonable discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustees option and such Grantors expense, at any time, or from time to time, all acts and things which the Collateral Trustee reasonably deems necessary to protect, preserve or realize upon the Collateral and the Collateral Trustees and the PP&E Indenture Secured Parties security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Collateral Trustee incurred in connection with actions undertaken as provided in this Section 6.01 , together with interest thereon at a rate per annum equal to 5%, from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Grantor, shall be promptly paid by such Grantor to the Collateral Trustee on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Section 6.02. Duty of Collateral Trustee . (a) The Collateral Trustees sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Article 9 of the New York UCC or otherwise, shall be as provided in the Collateral Trust Agreement. Neither the Collateral Trustee, any PP&E Indenture Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Trustee and the PP&E
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Indenture Secured Parties hereunder are solely to protect the Collateral Trustees and the PP&E Indenture Secured Parties interests in the Collateral and shall not impose any duty upon the Collateral Trustee or any PP&E Indenture Secured Party to exercise any such powers. The Collateral Trustee and the PP&E Indenture Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
(b) Any other provision of this Agreement notwithstanding, neither the Collateral Trustee nor the Notes Trustee shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
(c) Neither the Collateral Trustee nor the Notes Trustee shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the PP&E Indenture Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral.
(d) The Collateral Trustee shall be under no obligation to exercise any of its rights or powers vested in it by this Agreement (subject to the Intercreditor Agreements), at the request, order or direction of the Notes Trustee or PP&E Indenture Secured Party, pursuant to the provisions of this Agreement, unless the Notes Trustee or PP&E Indenture Secured Party shall have offered to the Collateral Trustee security or indemnity reasonably satisfactory to the Collateral Trustee against the costs, expenses and liabilities (including, without limitation, reasonable attorneys fees) which might be incurred therein or thereby.
(e) The Collateral Trustee shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States ( Foreign Collateral ) but shall, at the specific request of the Notes Trustee, appoint a person or persons to act on behalf of the PP&E Indenture Secured Parties with respect to such Foreign Collateral. Such person or persons (provided the same are reasonably acceptable to the Collateral Trustee) and the Collateral Trustee shall enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement purporting to relate to the PP&E Indenture Security Interest in such item of Foreign Collateral pursuant to which such person or persons shall exercise the rights and remedies of the Collateral Trustee and the PP&E Indenture Secured Parties in the Foreign Collateral for their respective benefit.
Section 6.03. Execution of Financing Statements . Pursuant to Article 9 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Trustee to file or record, or cause to be filed or recorded, financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as shall be appropriate to perfect the security interests of the Collateral Trustee under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
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Section 6.04. Authority of Collateral Trustee . Each Grantor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Trustee and the PP&E Indenture Secured Parties, be governed by the Collateral Trust Agreement, the Intercreditor Agreements, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Trustee and the Grantors, the Collateral Trustee shall be conclusively presumed to be acting as agent for the PP&E Indenture Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. The Grantors and the PP&E Indenture Secured Parties acknowledge that the rights, privileges, protections, immunities and benefits given to the Collateral Trustee under the Collateral Trust Agreement, including, without limitation, its right to be indemnified, are hereby incorporated herein by reference thereto as if set forth herein in full.
ARTICLE 7
MISCELLANEOUS
Section 7.01. Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing executed by the Grantors and by the Collateral Trustee (pursuant to instructions given in accordance with the Collateral Trust Agreement).
Section 7.02. Notices . All notices, requests and demands to or upon the Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 6.01 of the Collateral Trust Agreement; provided that any such notice, request or demand to or upon any Subsidiary Grantor shall be addressed to such Subsidiary Grantor c/o Company and that any such notice, request or demand to or upon the Collateral Trustee shall be addressed to the Collateral Trustee at its notice address set forth in the Collateral Trust Agreement.
Section 7.03. No Waiver by Course of Conduct; Cumulative Remedies . Neither the Collateral Trustee nor any PP&E Indenture Secured Party shall by any act (except by a written instrument pursuant to Section 7.01 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee or any PP&E Indenture Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Trustee or any PP&E Indenture Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Trustee or such PP&E Indenture Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
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Section 7.04. Successors and Assigns . This Agreement shall be binding upon the successors and permitted assigns of each Grantor and shall inure to the benefit of the Collateral Trustee and the PP&E Indenture Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee.
Section 7.05. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Section 7.06. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 7.07. Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
Section 7.08. Governing Law . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 7.09. Submission to Jurisdiction; Waivers . Each Grantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents to which it is now, or may hereafter become, a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.02 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
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(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.09 any special, exemplary, punitive or consequential damages.
Section 7.10. Acknowledgements . Each Grantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Indenture and the other Security Documents to which it is a party;
(b) neither the Collateral Trustee nor any PP&E Indenture Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Specified Agreements or the other Security Documents, and the relationship between the Grantors, on the one hand, and the Collateral Trustee and PP&E Indenture Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by any of the Specified Agreements or other Security Documents, or otherwise exists by virtue of the transactions contemplated hereby among the PP&E Indenture Secured Parties or among the Grantors and the PP&E Indenture Secured Parties.
Section 7.11. A dditional Grantors . Each Subsidiary of Company that is required to become a party to this Agreement pursuant to any Specified Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Exhibit A hereto.
Section 7.12. Termination of Security Interests; Release of Collateral .
(a) The PP&E Indenture Security Interests shall terminate on the Final Release Date.
(b) [Reserved].
(c) [Reserved].
(d) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by each of the Specified Agreements (but other than to any other Grantor), then the PP&E Indenture Security Interests on such Collateral (but not on any Proceeds thereof) shall be automatically released upon the consummation of such sale, transfer or other disposition. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the PP&E Indenture Security Interests on such Collateral effected pursuant to this Section 7.12(d) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Notes Trustee, at least ten Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(d) , a written request for release identifying the relevant Grantor, together with a certification by Company stating that such transaction is in compliance with the Specified Agreements.
(e) If (x)(i) all the Capital Stock of a Subsidiary Grantor shall be sold, transferred or otherwise disposed of (but other than to any other Grantor), (ii) a Subsidiary Grantor shall enter into any merger, consolidation or amalgamation with a Person that is not a Grantor (and is not required to be a Grantor)
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and such Subsidiary Grantor is not the survivor of such merger, consolidation or amalgamation, or (iii) a Subsidiary Grantor shall liquidate, wind up or dissolve itself (or be liquidated or dissolved), in the case of each of clauses (i), (ii) and (iii) pursuant to a transaction permitted by each of the Specified Agreements or (y) a Subsidiary Grantor is designated an Unrestricted Subsidiary in accordance with Section 4.04 of the Indenture and the definition of Unrestricted Subsidiary in the Indenture, in each case such Subsidiary Grantor shall be automatically released from its obligations hereunder; provided that as a condition precedent to the execution of any releases or other documents evidencing such release (which the Collateral Trustee shall execute at the request and sole expense of Company), Company shall have delivered to the Collateral Trustee and the Notes Trustee, at least ten Business Days prior to the date of the execution of the relevant proposed release, a written request therefor identifying the relevant Subsidiary Grantor, together with a certification by Company stating that such transaction is in compliance with the Specified Agreements.
(f) Upon the termination of any PP&E Indenture Security Interests in accordance with any of clauses (a) through (e) above, the Collateral shall be released from such PP&E Indenture Security Interests, all without delivery of any instrument or performance of any act by any party. Upon the occurrence of the Final Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the relevant Grantors. At the request and sole expense of any Grantor following the Final Release Date, the Collateral Trustee shall deliver to such Grantor any Collateral held by the Collateral Trustee hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Trustee shall release the Collateral as provided in Section 6.10 of the Collateral Trust Agreement.
(g) Upon the termination of any PP&E Indenture Security Interests in accordance with any of clauses (a) through (c) above, at the request and sole expense of any Grantor, the Collateral Trustee shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.
(h) The Collateral Trustee will, at any time, upon the written instruction of the Notes Trustee, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for any release contemplated above in this Section 7.12 of the PP&E Indenture Security Interests securing the PP&E Indenture Secured Obligations with respect to which the Notes Trustee is the Notes Trustee in the Collateral specified by the Notes Trustee in such instruction.
(i) By acceptance of the benefits hereof, each PP&E Indenture Secured Party acknowledges and consents to the provisions of this Section 7.12 , agrees that the Collateral Trustee shall incur no liability whatsoever to any PP&E Indenture Secured Party for any release effected by the Collateral Trustee in accordance with this Section 7.12 and agrees that the Notes Trustee shall not incur any liability whatsoever to any PP&E Indenture Secured Party for any release directed or consented to by it in accordance with the applicable Specified Agreement.
(j) If any Subsidiary becomes an Excluded Subsidiary, (i) such Excluded Subsidiary shall be automatically released from its obligations hereunder as a Grantor, (ii) any Security Interest on the Capital Stock of such Excluded Subsidiary shall be automatically released except to the extent that this agreement otherwise permits a Security Interest on the Capital Stock of an Excluded Subsidiary and (iii) any Security Interest on the assets of such Excluded Subsidiary shall be automatically released.
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Section 7.13. Excluded Subsidiaries . (a) Notwithstanding anything in this Agreement or any other Note Document to the contrary, no pledges or other security documentation governed by the law of any jurisdiction other than the United States of America (or any political subdivision thereof) shall be required with respect to any Capital Stock of any Foreign Subsidiary that is evidenced by a certificate delivered to the Collateral Trustee.
(b) If any Grantor delivers Certificated Securities to the Collateral Trustee representing in excess of 65% of the voting and 100% of the non-voting Capital Stock of any Excluded Subsidiary ( Excess Securities ) in order to facilitate compliance with Section 4.01 , the Collateral Trustee agrees that (i) such Excess Securities shall not constitute Pledged Stock or Collateral, (ii) the Collateral Trustee shall have no right, title or interest in or to such Excess Securities (including, without limitation, voting rights) and (iii) the Collateral Trustee shall hold such Excess Securities solely as a nominee for the benefit of such Grantor.
Section 7.14. Waiver of Jury Trial . EACH OF THE GRANTORS, AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE COLLATERAL TRUSTEE AND THE PP&E INDENTURE SECURED PARTIES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Section 7.15. Collateral Trust Agreement & Intercreditor Agreements . Notwithstanding anything herein to the contrary, the liens and security interests granted pursuant to this Agreement and the exercise of any right or remedy with respect thereto are subject to the provisions of each Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the provisions of such Intercreditor Agreement shall control, and between the Collateral Trust Agreement and this Agreement, the provisions of the Collateral Trust Agreement shall control.
Section 7.16. The Notes Trustee . The Grantors and the PP&E Indenture Secured Parties acknowledge that when acting hereunder, including without limitation, when exercising any discretion or right to direct the Collateral Trustee, the Notes Trustee shall be entitled to all of the rights, privileges, protections, immunities and benefits given to the Notes Trustee under the Indenture, including, without limitation, its right to be indemnified.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
FEDERAL-MOGUL FINANCING CORPORATION |
||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
CARTER AUTOMOTIVE COMPANY LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
FEDERAL-MOGUL IGNITION COMPANY | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
FEDERAL-MOGUL PISTON RINGS, LLC | ||||||
By: |
/s/ David Jachcik |
|||||
Name: | David Jachcik | |||||
Title: | President and Treasurer |
[ Signature Page to Collateral Agreement ]
FEDERAL-MOGUL POWERTRAIN LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
FEDERAL-MOGUL POWERTRAIN IP LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
FEDERAL-MOGUL PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
FEDERAL-MOGUL MOTORPARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President and Secretary |
FEDERAL-MOGUL WORLD WIDE LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
FELT PRODUCTS MFG. CO. LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[ Signature Page to Collateral Agreement ]
MUZZY-LYON AUTO PARTS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL CHASSIS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M MOTORPARTS TSC LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
F-M TSC REAL ESTATE HOLDINGS LLC | ||||
By: |
/s/ Laura J. Soave |
|||
Name: | Laura J. Soave | |||
Title: | President | |||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC |
||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President and Treasurer |
[ Signature Page to Collateral Agreement ]
BECK ARNLEY HOLDINGS LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary | |||
FEDERAL-MOGUL FILTRATION LLC | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Vice President and Secretary |
[ Signature Page to Collateral Agreement ]
CITIBANK, N.A. , as Collateral Trustee | ||||
By: |
/s/ David Smith |
|||
Name: | David Smith | |||
Title: | Vice President |
[ Signature Page to Collateral Agreement ]
Schedule 1.01A
PLEDGED PROMISSORY NOTES
Intercompany Notes
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
1. | Promissory Note | 1/1/01 | Federal Mogul Argentina S.A. (f/k/a In-De-Co H. Minoli SAIC) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $12,007,078 | |||||
2. | Promissory Note | 7/8/98 (Restated 7/3/14) | Federal-Mogul Holding Deutschland GmbH | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | DEM 611,020,588 (Restated EUR 312,409,865.88) | |||||
3. | Loan Agreement | 2/13/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $870,000 | |||||
4. | Loan Agreement / Promissory Note | 4/16/08 / 6/10/14 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $10,000,000 | |||||
5. | Loan Agreement | 7/16/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $10,000,000 | |||||
6. | Loan Agreement | 10/28/08 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,285,000 | |||||
7. | Loan Agreement | 12/2/08 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $284,935 | |||||
8. | Loan Agreement | 12/17/08 | Federal-Mogul Materias de Friccao Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $9,270,000 | |||||
9. | Loan Agreement | 12/1/08 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,100,000 |
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
10. | Loan Agreement | 6/9/10 | Federal-Mogul Holding Sweden AB | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | EUR 31,050,000 | |||||
11. | Offer Letter | 2/2/12 | Federal Mogul Argentina S.A. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,500,000 | |||||
12. | Loan Agreement / Promissory Note | 4/13/12 / 6/10/14 | Federal-Mogul (Thailand) Limited (f/k/a Federal-Mogul Friction Products (Thailand) Limited) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $25,000,000 | |||||
13. | Loan Agreement | 1/22/13 | Federal-Mogul Finance 1 LLC | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $100,000,000 | |||||
14. | Loan Agreement | 1/14/13 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $15,000,000 | |||||
15. | Loan Agreement | 2/5/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $730,000 | |||||
16. | Loan Agreement | 3/11/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,000,000 | |||||
17. | Loan Agreement | 4/30/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,500,000 | |||||
18. | Loan Agreement | 8/2/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,000,000 | |||||
19. | Loan Agreement | 9/10/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,940,000 | |||||
20. | Loan Agreement | 12/20/13 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $4,250,000 | |||||
21. | Promissory Note | 1/14/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,510,000 |
2
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
22. | Loan Agreement | 8/21/12 (effective as of 6/28/12) | Carter Automotive Company LLC (f/k/a Carter Automotive Company, Inc.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,500,000 | |||||
23. | Intercompany Note | 3/1/15 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul Ignition Company | $54,418,839 | |||||
24. | Intercompany Note | 3/1/15 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul Products, Inc. | $391,581,161 | |||||
25. | Loan Agreement | 6/30/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
26. | Loan Agreement | 6/19/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $775,000 | |||||
27. | Loan Agreement | 7/8/14 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $2,000,000 | |||||
28. | Loan Agreement | 7/23/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $515,000 | |||||
29. | Loan Agreement | 7/23/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $8,700,000 | |||||
30. | Loan Agreement | 10/1/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,455,000 | |||||
31. | Loan Agreement | 10/28/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $4,000,000 | |||||
32. | Loan Agreement | 11/26/14 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $6,600,000 |
3
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
33. | Loan Agreement | 1/29/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
34. | Loan Agreement | 1/30/15 (amended 9/15/16) | Federal-Mogul Componentes de Motores Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $32,000,000 (amended to $25,407,395.93) | |||||
35. | Loan Agreement | 2/26/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,000,000 | |||||
36. | Loan Agreement | 3/18/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $450,000 | |||||
37. | Loan Agreement | 4/17/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,110,000 | |||||
38. | Loan Agreement | 4/22/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,000,000 | |||||
39. | Loan Agreement | 5/1/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $600,000 | |||||
40. | Loan Agreement | 5/8/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,023,000 | |||||
41. | Loan Agreement | 5/8/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $477,000 | |||||
42. | Loan Agreement | 6/10/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $985,000 | |||||
43. | Loan Agreement | 6/22/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $700,000 | |||||
44. | Loan Agreement | 6/22/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $1,600,000 |
4
Title |
Date |
Payor |
Payee |
Principal Amount |
||||||
45. | Loan Agreement | 11/23/15 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $420,000 | |||||
46. | Loan Agreement | 12/1/15 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $300,000 | |||||
47. | Loan Agreement | 3/3/16 | Federal-Mogul Friction Products Sorocaba-Sistemas Automotivos Ltda. | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | $250,000 | |||||
48. | Loan Agreement | 7/8/14 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $2,000,000 | |||||
49. | Intercompany Note | 5/1/14 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $148,908,000 | |||||
50. | Loan Agreement | 3/27/15 | Federal-Mogul Sistemas Automotivos Ltda.. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $3,150,000 |
5
Schedule 1.01B
PLEDGED STOCK
Grantor |
Issuer * Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement. |
Stock Certificate No. |
If Certificated,
Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Federal-Mogul LLC | Federal-Mogul Financing Corporation | 3 | 100,000 common | 100 | % | 100 | % | |||||||
Federal-Mogul Powertrain LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Motorparts LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Speyside Real Estate LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Felt Products Mfg. CO. LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition Company | 2 | 200 common | 100 | % | 100 | % | ||||||||
Federal-Mogul Products, Inc. | 7 | 120 common | 100 | % | 100 | % | ||||||||
Federal-Mogul Valve Train International LLC |
n/a | n/a | 100 | % | 100 | % | ||||||||
T&N Industries LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Global Growth Ltd. ( United Kingdom ) | 30 | 38,252,630 ordinary shares | 65 | % | 100 | % | ||||||||
32 | 270,796,574 preference shares | |||||||||||||
34 | 13,000,000 preference shares | |||||||||||||
Federal-Mogul Valvetrain Ltd. ( United Kingdom ) | 1 | 1 ordinary share | 65 | % | 100 | % | ||||||||
3 | 30,355,001 ordinary shares | |||||||||||||
4 | 16,344,999 ordinary shares | |||||||||||||
Coventry Assurance, Ltd. ( Bermuda ) | 20 | 79,200 common | 65 | % | 100 | % |
6
Grantor |
Issuer * Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement. |
Stock Certificate No. |
If Certificated,
Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Cooperatief Federal-Mogul Dutch Investments B.A. ( Dutch Co-Op ) ( Netherlands ) * |
n/a | n/a | 65 | % | 96.89 | % | ||||||||
Federal-Mogul Holding Sweden AB ( Sweden ) | 1-330 | 330 shares | 65 | % | 100 | % | ||||||||
Federal-Mogul Automotive Verwaltungs GmbH ( Germany ) | n/a | n/a | 5.1 | % | 5.1 | % | ||||||||
Servicios de Componentes Automotrices, S.A. de C.V. ( Mexico ) | 1 | 1,625 Series A Class I shares | 65 | % | 99.99 | % | ||||||||
3 | 1,235,076,232 Series A Class II shares | |||||||||||||
5 | 47,938,654 Series B Class II shares | |||||||||||||
Federal-Mogul Motorparts (Thailand) Limited ( Thailand ) | 3 | 299,998 shares | 65 | % | 99.98 | % | ||||||||
Federal-Mogul Canada Limited ( Canada ) |
C-6 | 447,590 common | 65 | % | 100 | % | ||||||||
Federal-Mogul de Costa Rica, S.A. ( Costa Rica ) |
X | 650 shares | 65 | % | 100 | % |
7
Grantor |
Issuer * Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement. |
Stock Certificate No. |
If Certificated,
Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
Federal-Mogul de Guatemala, S.A. ( Guatemala ) |
4 | 163 shares | 65 | % | 99.99 | % | ||||||||
Federal-Mogul World Wide LLC | Federal-Mogul Distribución de Mexico S. de R.L. de C.V. ( Mexico ) | 5 | 1 Series B-1 Equity Part | 4.41 | % | 4.41 | % | |||||||
Federal-Mogul Powertrain LLC | Federal-Mogul Powertrain IP LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Piston Rings, LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition Company | Federal-Mogul Valve Train S. de R.L. de C.V. ( Mexico ) | n/a | n/a | 0.03 | % | 0.03 | % | |||||||
F-M Holding Mexico, S.A. de C.V. ( Mexico ) | 4 | 325,000 Series A Class I shares | 65 | % | 96.27 | % | ||||||||
6 | 6,483,825,218 Series A Class II shares | |||||||||||||
Federal-Mogul Products, Inc. | Productos de Frenos Automotrices de Calidad S.A. de C.V. | See Schedule 4.01 | See Schedule 4.01 | 65 | % | 100 | % | |||||||
Federal-Mogul Motorparts LLC | Carter Automotive Company LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul World Wide LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Muzzy-Lyon Auto Parts LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Chassis LLC | n/a | n/a | 100 | % | 100 | % |
8
Grantor |
Issuer * Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement. |
Stock Certificate No. |
If Certificated,
Shares and Class of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total
Percentage of the Issuer Owned by the Pledgor |
|||||||||
F-M Motorparts TSC LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Beck Arnley Holdings LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Filtration LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Transaction, LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
FM International, LLC | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul Iberica, S.L. ( Spain )* | n/a | n/a | 64.5 | % | 64.5 | % | ||||||||
F-M Motorparts TSC LLC | F-M TSC Real Estate Holdings LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Valve Train International LLC | Federal-Mogul Sevierville, LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Forjas Maquinas S. de R.L. C.V. ( Mexico ) | See Schedule 4.01 | See Schedule 4.01 | 0.01 | % | 0.01 | % |
9
Schedule 1.01C
EXCLUDED JOINT VENTURES
Joint Venture Name |
Country |
% F-M Ownership |
||||
1. | Farloc Argentina S.A.I.C. Y.F. | Argentina | 23.91% (FM International LLC) | |||
2. | Federal-Mogul Anand Bearings India Limited | India | 51.0% (Federal-Mogul LLC) | |||
3. | Frenos Hidraulicos Automotrices, S.A. de C.V. | Mexico | 49.0% (Federal-Mogul Ignition Company) | |||
4. | Federal-Mogul TP Liners Inc. | United States | 46% (Federal-Mogul Powertrain LLC) | |||
5. | United Piston Ring, Inc. | United States | 6.85% (Federal-Mogul Powertrain LLC) | |||
6. | Componentes Venezolanos de Direccsion, S.A | Venezuela | 40% (Federal-Mogul Valve Train International LLC) | |||
7. |
Federal-Mogul Aftermarket Espana SA |
Spain | 51% (Federal-Mogul Motorparts) | |||
8. | Parts Zone (Thailand) Co., Ltd. | Thailand | 50.11% (Federal-Mogul Motorparts) |
10
Schedule 3.02
PERFECTION MATTERS
Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Credit Agreement or, to the extent not defined therein, the Collateral Agreement.
UCC-1 Filings
The Collateral Trustee will file UCC-1 Financing Statements against each Person set forth below, in each case describing the collateral as all personal property or similar, in the applicable filing office in each of the specified jurisdictions.
Entity |
Jurisdiction | Role | ||
Federal-Mogul LLC | DE | Guarantor | ||
Carter Automotive Company LLC | DE | Guarantor | ||
Federal-Mogul World Wide LLC | MI | Guarantor | ||
Felt Products Mfg. CO. LLC | DE | Guarantor | ||
Muzzy-Lyon Auto Parts LLC | DE | Guarantor | ||
Federal-Mogul Powertrain LLC | MI | Guarantor | ||
Federal-Mogul Powertrain IP, LLC | DE | Guarantor | ||
Federal-Mogul Piston Rings, LLC | DE | Guarantor | ||
Federal-Mogul Ignition Company | DE | Guarantor | ||
Federal-Mogul Products, Inc. | MO | Guarantor | ||
Federal-Mogul Motorparts LLC | DE | Guarantor | ||
Federal-Mogul Chassis LLC | DE | Guarantor | ||
F-M Motorparts TSC LLC | DE | Guarantor | ||
F-M TSC Real Estate Holdings LLC | DE | Guarantor | ||
Federal-Mogul Valve Train International LLC | DE | Guarantor | ||
Federal-Mogul Sevierville, LLC | TN | Guarantor |
Physical Collateral
The Collateral Trustee (as defined in the Credit Agreement) will take possession of the physical collateral set forth in Schedule 1.01A and Schedule 1.01B, in each case, to the extent required by the Collateral Agreement; except that the Loan Parties shall have 90 days from June 29, 2017 to deliver any stock certificates and intercompany notes not previously delivered to the Collateral Trustee.
11
Deposit Accounts
The applicable Loan Parties have entered into account control agreements (or amendments to account control agreements) with respect to the Deposit Accounts as set forth on Schedule 3.07 to the Collateral Agreement (other than any Deposit Account labeled Excluded Deposit Account); except that the Loan Parties shall have 90 days from June 29, 2017 to enter into any such deposit account control agreements or amendments.
Intellectual Property
The applicable Loan Parties will file notices of their respective interests in (i) Copyrights (and related property) with the United States Copyright Office within 30 days after June 29, 2017 and (ii) Patents and Trademarks (and, in each case, related property) with the United States Patent and Trademark Office within 90 days after June 29, 2017.
Actions Pursuant to Foreign Law
To be determined and completed within 90 days after June 29, 2017.
Mortgage Filings/Recordings
To be determined and completed within 90 days after June 29, 2017.
12
Schedule 3.06
INTELLECTUAL PROPERTY
U.S. PATENT ASSETS
KEY : An asterisk * after the asset Title indicates the asset is to be abandoned.
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
1. | Unitized seal for telescopic shaft* | 09041560 | 3/12/1998 | 6083109 | 7/4/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
2. | Installation configuration for a spark plug* | 09168147 | 10/8/1998 | 6049161 | 4/11/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
3. | Hydrodynamic seal and method of manufacture* | 09207132 | 12/8/1998 | 6168164 | 1/2/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
4. | Anti-carbon fouling spark plug* | 09247913 | 2/11/1999 | 6166481 | 12/26/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
5. | Radial lip seal having protected porous dust excluder* | 09316422 | 5/21/1999 | 6257587 | 7/10/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
6. | Method of heat treat hardening thin metal work pieces* | 09428951 | 11/4/1999 | 6210500 | 4/3/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
7. | Plastic cover having metal reinforcement for internal combustion engine applications and method of construction* | 12565142 | 9/23/2009 | 7814880 | 10/19/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
8. | Oil pan including a snap-fit cover and removable oil filter element* | 09767278 | 1/23/2001 | 6488844 | 12/3/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
9. | Snap-together filter system for transmission oil pan and method of manufacture* | 09769114 | 1/24/2001 | 6523561 | 2/25/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
10. | Gasket assembly* | 10984215 | 11/9/2004 | 7070187 | 7/4/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
11. | Exhaust manifold gasket* | 11108487 | 4/18/2005 | 7182058 | 2/27/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
12. | Sheet metal joint* | 11242692 | 10/4/2005 | 7614201 | 11/10/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
13. | Spark plug circuit* | 11735705 | 4/16/2007 | 7588021 | 9/15/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
14. | Gasket containing fuel permeation barrier* | 11743927 | 5/3/2007 | 7574990 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
15. | Seal assembly and method of manufacturing the same* | 12179743 | 7/25/2008 | 7832100 | 11/16/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
16. | Cold static gasket for complex geometrical sealing applications* | 12904521 | 10/14/2010 | 8966824 | 3/3/2015 | Granted | Federal-Mogul World Wide LLC | |||||||
17. | Double tube* | 29200818 | 3/4/2004 | D512025 | 11/29/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
18. | Rubber wiper blade element with friction reducing agent that continuously migrates to the surface* | 14736409 | 6/11/2015 | Pending | Federal-Mogul Motorparts LLC |
13
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
19. | Spark plug and methods of construction thereof* | 12201703 | 8/29/2008 | 7944135 | 5/17/2011 | Granted | Federal-Mogul Ignition Company | |||||||
20. | Flexible control system for corona ignition power supply | 14568219 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
21. | Shrink-fit ceramic center electrode | 15355516 | 11/18/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
22. | Forming a composite panel* | 09230982 | 2/4/1999 | 6139974 | 10/31/2000 | Granted | Federal-Mogul LLC | |||||||
23. | Coolable piston for internal combustion engine* | 12033097 | 2/19/2008 | 7762227 | 7/27/2010 | Granted | Federal-Mogul LLC | |||||||
24. | Compression sensor gasket assembly and method of construction* | 12791114 | 6/1/2010 | 8371156 | 2/12/2013 | Granted | Federal-Mogul LLC | |||||||
25. | Bi-metal spiral wound gasket* | 12856950 | 8/16/2010 | 8505922 | 8/13/2013 | Granted | Federal-Mogul LLC | |||||||
26. | Bore inspection system and method of inspection therewith* | 13043977 | 3/9/2011 | 9116133 | 8/25/2015 | Granted | Federal-Mogul LLC | |||||||
27. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 15088625 | 4/1/2016 | Pending | Federal-Mogul LLC | |||||||||
28. | High strength low friction engineered material for bearings and other applications | 15153541 | 5/12/2016 | Pending | Federal-Mogul LLC | |||||||||
29. | Radial ring bearing set for ball and socket joints* | 09188841 | 11/9/1998 | 6019541 | 2/1/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
30. | Method of fabricating a multilayer ceramic heating element* | 11550968 | 10/19/2006 | 7572480 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
31. | Heat shield with integral attachment flanges* | 11560914 | 11/17/2006 | 7851069 | 12/14/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
32. | Heat treat fixture apparatus and method of heat treat hardening thin metal work pieces* | 09730043 | 12/5/2000 | 6491865 | 12/10/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
33. | Glow plug with improved seal, heater probe assembly therefor and method of construction thereof* | 12603653 | 10/22/2009 | 8410403 | 4/2/2013 | Granted | Federal-Mogul Ignition Company | |||||||
34. | Valve cover assembly and method of construction* | 12146685 | 6/26/2008 | 7827950 | 11/9/2010 | Granted | Federal-Mogul LLC | |||||||
35. | Compression sensor gasket and method of construction* | 12572366 | 10/2/2009 | 8375800 | 2/19/2013 | Granted | Federal-Mogul LLC | |||||||
36. | Non-contact labyrinth seal assembly* | 14195205 | 3/3/2014 | 8864139 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
37. | Spark plug having precious metal pad attached to ground electrode and method of making same | 11164042 | 11/8/2005 | 7557495 | 7/7/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
38. | Wear resistant lead free alloy bushing and method of making | 11830913 | 7/31/2007 | 8679641 | 3/25/2014 | Granted | Federal-Mogul LLC |
14
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39. | Corona ignition device with improved electrical performance | 14742064 | 6/17/2015 | Pending | Federal-Mogul Ignition Company | |||||||||
40. | Piston assembly and connecting rod having a profiled wrist pin bore therefor | 12330932 | 12/9/2008 | 8539928 | 9/24/2013 | Granted | Federal-Mogul World Wide LLC and Federal-Mogul LLC | |||||||
41. | Corona ignition with self-tuning power amplifier | 13842803 | 3/15/2013 | 9413314 | 8/9/2016 | Granted | Federal-Mogul Ignition Company | |||||||
42. | Ball socket assembly | 14581130 | 12/23/2014 | Pending | Federal-Mogul Motorparts LLC | |||||||||
43. | Piston with keystone second ring groove for high temperature internal combustion engines | 14286328 | 5/23/2014 | Pending | Federal-Mogul LLC | |||||||||
44. | Spark plug with pressure sensor | 09096182 | 6/12/1998 | 6204594 | 3/20/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
45. | Woven tubular thermal sleeve and method of construction thereof | 15227480 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
46. | Spark plug gasket and method of attaching the same | 15180606 | 6/13/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
47. | Corona ignition with self-tuning power amplifier | 15230927 | 8/8/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
48. | Heat and vibration mounting isolator for a heat shield, heat shield assembly and method of construction thereof | 15134568 | 4/21/2016 | Pending | Federal-Mogul LLC | |||||||||
49. | Master alloy for producing sinter hardened steel parts and process for the production of sinter hardened parts | 13579083 | 8/15/2012 | Pending | Federal-Mogul LLC | |||||||||
50. | Bushingless piston and connecting rod assembly and method of manufacture | 09688677 | 10/16/2000 | 6557457 | 5/6/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
51. | Complex-shaped piston oil galleries with piston crowns made by cast metal or powder metal processes | 14182165 | 2/17/2014 | 9243582 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
52. | Electrode material for a spark plug and method of making the same | 14048368 | 10/8/2013 | 9337624 | 5/10/2016 | Granted | Federal-Mogul Ignition Company | |||||||
53. | Adhesive for bonding elastomers to metals | 08845588 | 4/25/1997 | 5919331 | 7/6/1999 | Granted | Federal-Mogul World Wide LLC |
15
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App. No. |
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Status |
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|||||||
54. | Austempered gray iron cylinder liner and method of manufacture | 09688676 | 10/16/2000 | 6732698 | 5/11/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
55. | Igniter including a corona enhancing electrode tip | 13085991 | 4/13/2011 | 8776751 | 7/15/2014 | Granted | Federal-Mogul Ignition Company | |||||||
56. | Non-contact labyrinth seal assembly and method of construction thereof | 13708294 | 12/7/2012 | 8991829 | 3/31/2015 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
57. | Clothes dryer static charge storage device and method of reducing static charge in clothes | 14506954 | 10/6/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
58. | Moldable natural fiber nonwoven wire harness trough and method of construction thereof | 14859632 | 9/21/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
59. | Windscreen wiper device | 14885297 | 10/16/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
60. | Windscreen wiper device | 14885395 | 10/16/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
61. | Protective sleeve with knitted opening and method on construction | 12196375 | 8/22/2008 | 7757517 | 7/20/2010 | Granted | Federal-Mogul Powertrain LLC | |||||||
62. | Flexible control system for corona ignition power supply | 14568219 | 12/12/2014 | Filed | Federal-Mogul Ignition Company | |||||||||
63. | Spark ignition device with in-built combustion sensor | 12740438 | 10/25/2010 | 8860291 | 10/14/2014 | Granted | Federal-Mogul Ignition Company | |||||||
64. | Metallic insulator coating for high capacity spark plug | 13607224 | 09/07/2012 | 9490609 | 11082016 | Granted | Federal-Mogul World Wide LLC and Enerpulse, Inc. | |||||||
65. | Metallic insulator coating for high capacity spark plug | 11673815 | 02/12/2007 | 8278808 | 10/02/2012 | Granted | Federal-Mogul World Wide LLC and Enerpulse, Inc. | |||||||
66. | Device and method for closing a moveable socket& establishing a predetermined wear indicator distance | 09175915 | 10/20/1998 | 6125541 | 10/03/2000 | Granted | Moog Automotive Products, Inc. | |||||||
67. | Spark plug with concentric pressure sensor | 09107123 | 06/30/1998 | 6094990 | 08/01/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
68. | Mass fraction burned and pressure estimation through spark plug ion sensing | 08883346 | 06/26/1997 | 6089077 | 07/18/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
69. | Metal gasket | 10733914 | 12/11/2003 | 6935635 | 08/30/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
70. | Tool for fixing a textile sleeve about an elongate member to be protected and method of fixing a protective textile sleeve about an elongate member | 62337430 | 05/17/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
71. | Circumferentially continuous and constrictable textile sleeve and method of construction thereof [half-functionally filled optimized shrinkable woven tube] | 62357705 | 07/01/2016 | Filed | Federal-Mogul Powertrain LLC |
16
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72. | Knit textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 62361826 | 07/13/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
73. | Knit tubular protective sleeve and method of construction thereof | 62366521 | 07/25/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
74. | Impact resistant, shrinkable woven tubular sleeve and method of construction thereof | 62378968 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
75. | Impact resistant, shrinkable knitted tubular sleeve and method of construction thereof | 62378992 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
76. | Impact resistant, shrinkable braided tubular sleeve and method of construction thereof | 62379015 | 08/24/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
77. | Multi-cavity, shrinkable sleeve and method of construction thereof | 62414518 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
78. | Grounding wrap and method of grounding a plurality of electrical cables therewith | 62434225 | 12/14/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
79. | Braided electromagnetic interference protective sleeve and method of construction thereof [ultra-high expansion ratio light emi shielding braid] | 62452681 | 01/31/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
80. | Woven sleeve with integral attachment loops and method of construction thereof | 62453143 | 02/01/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
81. | Thermally insulative, durable, reflective convoluted sleeve and method of construction thereof | 62457041 | 02/09/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
82. | X1 blade with side locks on connecotr base | 62371074 | 08/04/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
83. | Improved tooling for friction material manufacture | 62376464 | 08/18/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
84. | Metalplastic connector base [3 base versions] | 62408162 | 10/14/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
85. | METALPLASTIC CONNECTOR BASE [19mm AND DENSO ADAPTER] | 62408349 | 10/14/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
86. | Connector slide locks | 62419099 | 11/08/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
87. | Alternatin step ensert for dust boots | 62422682 | 11/16/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
88. | Steel piston with metallurgically bonded bushing and method of manufacturing | 62460252 | 02/17/2017 | Filed | Federal-Mogul LLC |
17
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Status |
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|||||||
89. | FAST FIRING OF ALUMINA CERAMICS (Joint w Ceralink inventors: Dr. Holly Shulman and Morgana Fall NOT Saccoccia or Firstenberg) | 62327484 | 04/26/2016 | Filed | Federal-Mogul Ignition Company | |||||||||
90. | Spark plug with a suppressor that is formed at low temperature | 62367319 | 07/27/2016 | Filed | Federal-Mogul Ignition Company | |||||||||
91. | PISTON WITH THERMALLY INSULATING INSERT [INFUSED CERAMIC ADIABATIC PISTON (INCA)] combined with PA-50497 | 62318353 | 04/05/2016 | Filed | Federal-Mogul LLC | |||||||||
92. | Piston with preformed asymmetric bowl geometry [monosteel lite with preformed asymmetric bowl geometries] | 62325704 | 04/21/2016 | Filed | Federal-Mogul LLC | |||||||||
93. | Piston construction method to reduce undercrown temperature | 62339053 | 05/19/2016 | Filed | Federal-Mogul LLC | |||||||||
94. | Radial shaft seal assembly with debris exclusion member and method of construction thereof | 62398866 | 09/23/2016 | Filed | Federal-Mogul LLC | |||||||||
95. | Copper infiltrated molybdenum andor tungsten base pm alloy for superior thermal conductivity | 62400867 | 09/28/2016 | Filed | Federal-Mogul LLC | |||||||||
96. | SELF-GENERATED PROTECTIVE ATMOSPHERE FOR LIQUID METALS (Joint wecole Polytechnique) | 62409192 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
97. | Free graphite containing powders [cast iron power (cip) development] | 62409244 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
98. | Thermometric powder metallurgy materials | 62435280 | 12/16/2016 | Filed | Federal-Mogul LLC | |||||||||
99. | Galleryless short compression insulated steel piston | 62444721 | 01/10/2017 | Filed | Federal-Mogul LLC | |||||||||
100. | Light ring assembly [periscope light ring] | 62453597 | 02/02/2017 | Filed | Federal-Mogul LLC | |||||||||
101. | Wrappable end fray resistent woven protective textile sleeve and method of construction thereof | 14975129 | 12/18/2015 | Filed | Federal-Mogul Powertrain LLC | |||||||||
102. | TOOL FOR FIXING A TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER TO BE PROTECTED AND METHOD OF USE THEREOF (see also 50549) | 15282366 | 09/30/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
103. | Self-curling nonwoven sleeve and method of construction thereof [flexible quietwrap] | 15297330 | 10/19/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
104. | Self-wrapping, braided textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 15337472 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC |
18
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Title |
App. No. |
App. Date |
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Issue Date |
Status |
Owner |
|||||||
105. | Braided textile sleeve with integrated opening and self-sustaining expanded and contracted states and method of construction thereof | 15337750 | 10/28/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
106. | Braided textile sleeve with axially collapsible, anti-kinking feature and method of construction thereof | 15348682 | 11/10/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
107. | Abrasion resistant textile sleeve, improved multifilament yarn therefor and methods of construction thereof | 15409150 | 01/18/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
108. | Abrasion resistant braided textile sleeve and method of construction thereof | 15411080 | 01/20/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
109. | Braided textile sleeve with self-sustaining expanded and contracted states and enhanced as supplied bulk configuration and methods of construction and supplying bulk lengths thereof | 15428029 | 02/08/2017 | Filed | Federal-Mogul Powertrain LLC | |||||||||
110. | BRAIDED, REFLECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF (related to 50483) | 15530182 | 12/08/2016 | Filed | Federal-Mogul Powertrain LLC | |||||||||
111. | Restricted swing angle bearing package | 15057703 | 03/01/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
112. | Ball joint assembly with floating lower bearing and radial ring bearing support | 15070363 | 03/15/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
113. | Vcab camber adjustment feature | 15077164 | 03/22/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
114. | Flange forming dust boot design with high flow grease relief passages and redundant sealing features | 15077444 | 03/22/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
115. | Socket assembly and method of making a socket assembly | 15170600 | 06/01/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
116. | Socket assembly and method of making a socket assembly | 15178779 | 06/10/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
117. | Sway bar linkage with bushing | 15197168 | 06/29/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
118. | Ball joint assembly | 15209100 | 07/13/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
119. | Ball joint assembly and method of making | 15331254 | 10/21/2016 | Filed | Federal-Mogul Motorparts LLC | |||||||||
120. | Insulation layer on steel pistons without gallery | 15436966 | 02/20/2017 | Filed | Federal-Mogul LLC | |||||||||
121. | Air-free cap end design for corona ignition system | 15271874 | 09/21/2016 | Filed | Federal-Mogul Ignition Company |
19
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122. | Related to 41671 - SPARK PLUG HAVING IMPROVED GROUND ELECTRODE ORIENTATION AND METHOD OF FORMING | 15417007 | 01/26/2017 | Filed | Federal-Mogul Ignition Company | |||||||||
123. | High strength cast iron for cylinder liners | 15071114 | 03/15/2016 | Filed | Federal-Mogul LLC | |||||||||
124. | Teeter-totter oil ring (TTOR) | 15131641 | 04/18/2016 | Filed | Federal-Mogul LLC | |||||||||
125. | Clip unit and edge mounted light emitting diode (led) assembly comprising a clip unit | 15180893 | 06/13/2016 | Filed | Federal-Mogul LLC | |||||||||
126. | Boron doped ta-c coating for engine components | 15185698 | 06/17/2016 | Filed | Federal-Mogul LLC | |||||||||
127. | Polymer coating in cracked piston ring coating | 15204264 | 07/07/2016 | Filed | Federal-Mogul LLC | |||||||||
128. | Piston ring belt structural reinforcement via additive manufacturing | 15227443 | 09/27/2016 | Filed | Federal-Mogul LLC | |||||||||
129. | Static gasket and method of construction thereof | 15274783 | 09/23/2016 | Filed | Federal-Mogul LLC | |||||||||
130. | Method of forming a tubular member [combined roll-forming and spin-forming of metal powertrain components] | 15275731 | 09/26/2016 | Filed | Federal-Mogul LLC | |||||||||
131. | JV with Ecole Polytechnique - TREATMENT OF MELT FOR ATOMIZATION TECHNOLOGY | 15295733 | 10/17/2016 | Filed | Federal-Mogul LLC | |||||||||
132. | Radial shaft seal assembly with axially adaptive debris exclusion face lip and oil seal face lip | 15296587 | 10/18/2016 | Filed | Federal-Mogul LLC | |||||||||
133. | Isobaric piston assembly | 15349820 | 11/11/2016 | Filed | Federal-Mogul LLC | |||||||||
134. | Concept to reduce heat loss to piston using gas media | 15352418 | 11/15/2016 | Filed | Federal-Mogul LLC | |||||||||
135. | Thermally insulated steel piston crown and method of making using a ceramic coating | 15354001 | 11/17/2016 | Filed | Federal-Mogul LLC | |||||||||
136. | Thermally insulated engine component and method of making using a ceramic coating | 15354080 | 11/17/2016 | Filed | Federal-Mogul LLC | |||||||||
137. | Illumination assembly for a vehicle [light blade led optical coupler] | 15356011 | 11/18/2016 | Filed | Federal-Mogul LLC | |||||||||
138. | Piston and method of making a piston | 15360060 | 11/23/2016 | Filed | Federal-Mogul LLC | |||||||||
139. | Piston with sealed cooling gallery containing a thermally conductive composition [envirokool version 2.0 (super ekool)] | 15364616 | 11/30/2016 | Filed | Federal-Mogul LLC | |||||||||
140. | Bimetallic static gasket and method of construction thereof | 15371426 | 12/07/2016 | Filed | Federal-Mogul LLC |
20
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Title |
App. No. |
App. Date |
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Issue Date |
Status |
Owner |
|||||||
141. | Cylinder head gasket | 15389798 | 12/23/2016 | Filed | Federal-Mogul LLC | |||||||||
142. | Piston including a composite layer applied to metal substrate | 15389862 | 12/23/2016 | Filed | Federal-Mogul LLC | |||||||||
143. | Corona igniter with hermetic combustion seal on insulator inner diameter | 15409694 | 01/19/2017 | Filed | Federal-Mogul LLC | |||||||||
144. | Variable compression ratio connecting rod | 15409928 | 01/19/2017 | Filed | Federal-Mogul LLC | |||||||||
145. | Piston with cooling gallery radiator and method of construction thereof | 15412457 | 01/23/2017 | Filed | Federal-Mogul LLC | |||||||||
146. | Piston with anti coking design features (see 50422) | 15414954 | 01/25/2017 | Filed | Federal-Mogul LLC | |||||||||
147. | Illumination device for a vehicle [dual-color extruded snap-in light pipe] | 15425492 | 02/06/2017 | Filed | Federal-Mogul LLC | |||||||||
148. | Illumination device for providing directed light | 15433800 | 02/15/2017 | Filed | Federal-Mogul LLC | |||||||||
149. | Galleryless piston with improved pocket coating | 15437631 | 02/21/2017 | Filed | Federal-Mogul LLC | |||||||||
150. | Galleryless piston with connection to pockets [monosteel lite with connection to pockets over the pinbore] | 15441659 | 02/24/2017 | Filed | Federal-Mogul LLC | |||||||||
151. | Galleryless piston with slotted ring groove [monosteel lite with fully slotted 3rd groove] | 15445317 | 02/28/2017 | Filed | Federal-Mogul LLC | |||||||||
152. | Heat shield assembly for an exhaust system | 14979416 | 12/27/2015 | Filed | Federal-Mogul LLC | |||||||||
153. | Multi-layer gasket assembly | 14988228 | 01/05/2016 | Filed | Federal-Mogul LLC | |||||||||
154. | Piston, oil control ring therefor and method of construction thereof [mor - monorail oil control ring for hd engines] | 14928870 | 10/30/2015 | Filed | Federal-Mogul LLC | |||||||||
155. | Spark plug insulator | 90013748 | 06/17/2016 | Filed | Federal-Mogul World Wide LLC | |||||||||
156. | Disc pad design (part no. Oex785) | 29538117 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
157. | Disc pad design (part no. Oex1363) | 29538120 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
158. | Disc pad design (part no. Oex1084) | 29538121 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
159. | Disc pad design (part no. Oex976) | 29538122 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
160. | Disc pad design (part no. Oex1210) | 29538126 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
161. | Disc pad design (part no. Oex1414) | 29538129 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
162. | Disc pad design (part no. Oex1421) | 29538130 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
163. | Disc pad design (part no. Oex1327) | 29538133 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
164. | Disc pad design (part no. Oex1508) | 29538135 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC |
21
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
165. | Disc pad design (part no. Oex1324) | 29538136 | 09/01/2015 | Filed | Federal-Mogul Motorparts LLC | |||||||||
166. | A Socket Assembly With An Improved Boot | 15263982 | 09/13/2016 | Filed | ||||||||||
167. | Ball Joint With Improved Upper Bearing And Method Of Constructions (Acetal) | 15388135 | 12/22/2016 | Filed | ||||||||||
168. | Friction Lining And Brake Pad For A Braking System | 15378961 | 12/14/2016 | Filed | ||||||||||
169. | Polywedge bearing for use with ball and socket | 08847238 | 5/1/1997 | 5772337 | 6/30/1998 | Granted | Federal-Mogul Chassis LLC | |||||||
170. | Dry wedge ball and socket joint | 08886768 | 7/2/1997 | 5904436 | 5/18/1999 | Granted | Federal-Mogul Chassis LLC | |||||||
171. | Ball joint with polymer housing | 08893100 | 7/15/1997 | 5885022 | 3/23/1999 | Granted | Federal-Mogul Chassis LLC | |||||||
172. | Low-temperature barium/lead-free glaze for alumina ceramics | 08971343 | 11/17/1997 | 5985473 | 11/16/1999 | Granted | Federal-Mogul Ignition Company | |||||||
173. | Hybrid distributed lighting system for a vehicle | 09009836 | 1/20/1998 | 6168302 | 1/2/2001 | Granted | Federal-Mogul Ignition Company | |||||||
174. | Touch control switches for vehicles | 09027809 | 2/23/1998 | 6013956 | 1/11/2000 | Granted | Federal-Mogul Ignition Company | |||||||
175. | Split taper bushing | 09041651 | 3/13/1998 | 5961219 | 10/5/1999 | Granted | Federal-Mogul Chassis LLC | |||||||
176. | Bearing set for a ball joint assembly | 09041906 | 3/13/1998 | 6164861 | 12/26/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
177. | Low torque ball and socket joint assembly | 09052186 | 3/31/1998 | 6042293 | 3/28/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
178. | Booted seal for a ball and socket joint | 09053976 | 4/2/1998 | 6102604 | 8/15/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
179. | Optical waveguide structures for vehicle lighting | 09062766 | 4/20/1998 | 6193399 | 2/27/2001 | Granted | Federal-Mogul Ignition Company | |||||||
180. | Electrical connector with gasket abutting locking spacer | 09064340 | 4/22/1998 | 6010364 | 1/4/2000 | Granted | Federal-Mogul Ignition Company | |||||||
181. | Insulator shield for spark plug | 09065905 | 4/24/1998 | 6227164 | 5/8/2001 | Granted | Federal-Mogul Ignition Company | |||||||
182. | Independent wear indicator assembly for vehicular steering knuckles ball & socket joints and other similar devices | 09067368 | 4/27/1998 | 6152637 | 11/28/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
183. | Multi-layer engine bearings and method of manufacture | 09070961 | 5/1/1998 | 6000853 | 12/14/1999 | Granted | Federal-Mogul World Wide LLC | |||||||
184. | Composite stud | 09095542 | 6/10/1998 | 6059480 | 5/9/2000 | Granted | Federal-Mogul Chassis LLC | |||||||
185. | Optical waveguide structures | 09109051 | 7/2/1998 | 6238074 | 5/29/2001 | Granted | Federal-Mogul Ignition Company | |||||||
186. | Piston having a tube to deliver oil for cooling a crown | 09116165 | 7/16/1998 | 6032619 | 3/7/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
187. | One-piece integral skirt piston and method of making the same | 09123677 | 7/28/1998 | 6260472 | 8/4/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
188. | Sealing a spark plug electrode | 09133810 | 8/13/1998 | 6078131 | 6/20/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
189. | Compact illuminator for distributed lighting system | 09140281 | 8/26/1998 | 6260991 | 7/17/2001 | Granted | Federal-Mogul Ignition Company |
22
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
190. | Lamp socket | 09149415 | 9/8/1998 | 5971814 | 10/26/1999 | Granted | Federal-Mogul Ignition Company | |||||||
191. | Optical waveguide assembly for vehicle door panel | 09150672 | 9/10/1998 | 6217201 | 4/17/2001 | Granted | Federal-Mogul Ignition Company | |||||||
192. | Integral socket backplate | 09154092 | 9/16/1998 | 6139334 | 10/31/2000 | Granted | Federal-Mogul Ignition Company | |||||||
193. | Step-up/running board optical waveguide illumination assembly | 09157373 | 9/21/1998 | 6244734 | 6/12/2001 | Granted | Federal-Mogul Ignition Company | |||||||
194. | Cover-plate expansion assembly method | 09167917 | 10/7/1998 | 6202280 | 3/20/2001 | Granted | Federal-Mogul Motorparts LLC | |||||||
195. | Illuminated door handle for a vehicle | 09168890 | 10/9/1998 | 6164805 | 12/26/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
196. | Low profile waveguide system | 09172610 | 10/15/1998 | 6430339 | 8/6/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
197. | Application of precious metal to spark plug electrode | 09175437 | 10/20/1998 | 6132277 | 10/17/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
198. | Bolted articulated piston | 09198297 | 11/23/1998 | 6182630 | 2/6/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
199. | Optical waveguide structure with raised or embedded waveguides | 09206306 | 12/7/1998 | 6139176 | 10/31/2000 | Granted | Federal-Mogul World Wide LLC | |||||||
200. | Windscreen wiper arm and method for manufacturing the windscreen wiper arm | 09297681 | 9/9/1999 | 6216310 | 4/17/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
201. | Insulator shield for spark plug | 09330050 | 6/11/1999 | 6170458 | 1/9/2001 | Granted | Federal-Mogul Ignition Company | |||||||
202. | Multi-layer engine bearings and method of manufacture | 09334837 | 6/17/1999 | 6178639 | 1/30/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
203. | Vehicular puddle light | 09342974 | 6/30/1999 | 6502970 | 1/7/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
204. | Fastener assembly with vibration isolating features | 09375735 | 8/17/1999 | 6227784 | 5/8/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
205. | Bearing having multilayer overlay and method of manufacture | 09433689 | 11/4/1999 | 6312579 | 11/6/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
206. | Illuminated cup holder assembly | 09457212 | 12/8/1999 | 6234439 | 5/22/2001 | Granted | Federal-Mogul World Wide LLC | |||||||
207. | Sleeved dust cover | 09469801 | 12/22/1999 | 6536779 | 3/25/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
208. | Gage assembly and method | 09470349 | 12/22/1999 | 6298570 | 10/9/2001 | Granted | Federal-Mogul Chassis LLC | |||||||
209. | Gage assembly and method | 09473260 | 12/27/1999 | 6269545 | 8/7/2001 | Granted | Federal-Mogul Chassis LLC | |||||||
210. | Piston sleeve | 09520111 | 3/7/2000 | 6357400 | 3/19/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
211. | Keyed waveguide assembly and method for making same | 09521124 | 3/7/2000 | 6431717 | 8/13/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
212. | Angled idc lamp socket assembly | 09548508 | 4/13/2000 | 6250970 | 6/26/2001 | Granted | Federal-Mogul Ignition Company | |||||||
213. | Compliant pivot socket for automotive steering | 09566288 | 5/5/2000 | 6413003 | 7/2/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
214. | Anchor post non-articulating idler socket joint | 09579647 | 5/26/2000 | 6371682 | 4/16/2002 | Granted | Federal-Mogul Chassis LLC | |||||||
215. | Metal gasket with cold formed stopper | 09592969 | 6/13/2000 | 7059609 | 6/13/2006 | Granted | Federal-Mogul World Wide LLC |
23
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
216. | Ignition device having a firing tip formed from a yttrium-stabilized platinum-tungsten alloy | 09626759 | 7/27/2000 | 6412465 | 7/2/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
217. | Apparatus and method for re-shaping brake cores | 09633432 | 8/7/2000 | 6345427 | 2/12/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
218. | Method for expanding a cover plate | 09681305 | 3/15/2001 | 6532665 | 3/18/2003 | Granted | Federal-Mogul World Wide LLC and Federal-Mogul LLC | |||||||
219. | Dual gallery piston | 09684127 | 10/6/2000 | 6477941 | 11/12/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
220. | Vehicle side mirror assembly with integral illumination and signal lighting | 09693392 | 10/20/2000 | 6685325 | 2/3/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
221. | Vehicle center console with interior illumination | 09705427 | 11/4/2000 | 6419379 | 7/16/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
222. | Ball joint cover | 09742863 | 12/20/2000 | 6439795 | 8/27/2002 | Granted | Federal-Mogul World Wide LLC and Federal-Mogul LLC | |||||||
223. | Piston having uncoupled skirt | 09749705 | 12/27/2000 | 6588320 | 7/8/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
224. | Flange bearing | 09760875 | 1/16/2001 | 6481895 | 11/19/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
225. | Electronically controlled axle assembly | 09771683 | 1/30/2001 | 6461267 | 10/8/2002 | Granted | Federal-Mogul Chassis LLC | |||||||
226. | Waveguide illumination assembly for an automobile license plate | 09813662 | 3/21/2001 | 6471379 | 10/29/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
227. | Gasket with dynamic joint motion control | 09824449 | 4/2/2001 | 6499743 | 12/31/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
228. | Threaded conversion kit for replacement ball joints | 09828063 | 4/5/2001 | 6550120 | 4/22/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
229. | Optical waveguide structures | 09828741 | 4/9/2001 | 6554462 | 4/29/2003 | Granted | Federal-Mogul Ignition Company | |||||||
230. | High articulation dust boot for ball joint | 09874951 | 6/5/2001 | 6644671 | 11/11/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
231. | Bearing socket liner for ball joint | 09887851 | 6/22/2001 | 6505990 | 1/14/2003 | Granted | Federal-Mogul Chassis LLC | |||||||
232. | Waveguide assembly for laterally-directed illumination in a vehicle lighting system | 09889445 | 7/12/2001 | 6594417 | 7/15/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
233. | Monobloc piston for diesel engines | 09939195 | 8/24/2001 | 6526871 | 3/4/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
234. | Device and method for closing movable socket assemblies by expanding solid cover plates | 09948005 | 9/6/2001 | 6619873 | 9/16/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
235. | Compliant pivot socket for automotive steering | 09954743 | 9/18/2001 | 6454484 | 9/24/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
236. | Cylinder liner for diesel engines with egr and method of manufacture | 09954810 | 9/18/2001 | 6588408 | 7/8/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
237. | Ferrous pistons for diesel engines having egr coating | 09954842 | 9/18/2001 | 6606983 | 8/19/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
238. | Cylinder liner having egr coating | 09954903 | 9/18/2001 | 6508240 | 1/21/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
239. | Compliant pivot socket for automotive steering | 09955001 | 9/18/2001 | 6439794 | 8/27/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
240. | Bearing having multilayer overlay and method of manufacture | 09957317 | 9/19/2001 | 6609830 | 8/26/2003 | Granted | Federal-Mogul World Wide LLC |
24
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
241. | Closed gallery piston having reinforced oil hole | 09957703 | 9/19/2001 | 6491013 | 12/10/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
242. | Closed gallery piston having con rod lubrication | 09957704 | 9/19/2001 | 6539910 | 4/1/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
243. | Closed gallery piston having pin bore lubrication | 09957716 | 9/19/2001 | 6513477 | 2/4/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
244. | Multi-axially forged piston | 09981414 | 10/17/2001 | 6840155 | 1/11/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
245. | Combustion stopper seal | 10004071 | 10/25/2001 | 7017918 | 3/28/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
246. | Spiral wound cylinder head gasket | 10037052 | 11/1/2001 | 6708983 | 3/23/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
247. | Engine cover with integrated ignition system | 10056266 | 1/25/2002 | 6494193 | 12/17/2002 | Granted | Federal-Mogul World Wide LLC | |||||||
248. | Illuminating waveguide | 10092335 | 3/6/2002 | 6915062 | 7/5/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
249. | Illuminated interior article system utilizing a y-branch waveguide | 10097697 | 3/13/2002 | 6733166 | 5/11/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
250. | Heavy-duty flat wiper blade assembly | 10103477 | 3/21/2002 | 6766553 | 7/27/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
251. | Cylinder head gasket having reinforced combustion seal | 10105519 | 3/25/2002 | 6669204 | 12/30/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
252. | High machinability iron base sintered alloy for valve seat inserts | 10135817 | 4/30/2002 | 6679932 | 1/20/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
253. | Integrated lamp holder, reflector, and plug terminal arrangement for automotive lighting applications | 10139406 | 5/6/2002 | 6773151 | 8/10/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
254. | Energy absorber | 10142017 | 5/9/2002 | 6705669 | 3/16/2004 | Granted | Federal-Mogul Powertrain LLC | |||||||
255. | Red incandescent automotive lamp and method of making the same | 10144017 | 5/13/2002 | 6906464 | 6/14/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
256. | Electronic tilt switch and integrated light module | 10144108 | 5/13/2002 | 6858835 | 2/22/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
257. | Automotive steering compliant pivot socket with tapered head | 10145683 | 5/15/2002 | 6676325 | 1/13/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
258. | Metal plate gasket | 10158814 | 5/31/2002 | 6682079 | 1/27/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
259. | Method of manufacturing a composite seal | 10191945 | 7/9/2002 | 6620361 | 9/16/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
260. | Thermally insulative sleeve | 10213022 | 8/6/2002 | 6610928 | 8/26/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
261. | Dual gallery piston | 10217854 | 8/12/2002 | 6651549 | 11/25/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
262. | Preassembly tool | 10245084 | 9/17/2002 | 7000585 | 2/21/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
263. | Monobloc piston | 10253785 | 9/24/2002 | 6862976 | 3/8/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
264. | Closed gallery monobloc piston having oil drainage groove | 10253786 | 9/24/2002 | 6557514 | 5/6/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
265. | Lead-free bearing | 10265953 | 10/7/2002 | 6746154 | 6/8/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
266. | Cylinder liner | 10268820 | 10/10/2002 | 6722320 | 4/20/2004 | Granted | Federal-Mogul World Wide LLC |
25
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
267. | Multiple layer powder metal bearings | 10272054 | 10/15/2002 | 6787100 | 9/7/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
268. | Brake rotor mill balance clamping apparatus | 10273958 | 10/18/2002 | 6575030 | 6/10/2003 | Granted | Federal-Mogul World Wide LLC | |||||||
269. | Knit convolute protective sleeve | 10277297 | 10/22/2002 | 6711920 | 3/30/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
270. | Light collectors with angled input surfaces for use in an illumination system | 10287999 | 11/5/2002 | 6915039 | 7/5/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
271. | Molded gasket | 10289891 | 11/7/2002 | 6722660 | 4/20/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
272. | High friction brake shoe assembly | 10336080 | 1/3/2003 | 6860368 | 3/1/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
273. | Bonded ptfe radial shaft seal | 10366253 | 2/13/2003 | 6988733 | 1/24/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
274. | Slide adjustment system for brake rotor testing gauges | 10369153 | 2/18/2003 | 6874380 | 4/5/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
275. | High strength crack-resistant armor material in a cylinder head gasket | 10373401 | 2/24/2003 | 6921084 | 7/26/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
276. | Cylinder liner having modified combustion seal and method | 10373913 | 2/25/2003 | 6931705 | 8/23/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
277. | Ignition device having an electrode formed from an iridium-based alloy | 10390075 | 3/17/2003 | 6885136 | 4/26/2005 | Granted | Federal-Mogul World Wide LLC and Johnson Matthey Public Limited Company | |||||||
278. | High temperature lamp | 10392501 | 3/20/2003 | 6815878 | 11/9/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
279. | Shaft seal | 10394272 | 3/21/2003 | 7055828 | 6/6/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
280. | Flange bearing | 10412799 | 4/11/2003 | 6921210 | 7/26/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
281. | Method and apparatus for electrochemical machining | 10442472 | 5/21/2003 | 7175752 | 2/13/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
282. | Multiple layer insulating sleeve | 10600944 | 6/20/2003 | 6978643 | 12/27/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
283. | Gasket coating containing chemically exfoliated vermiculite | 10642903 | 8/18/2003 | 7135519 | 11/14/2006 | Granted | Federal-Mogul LLC | |||||||
284. | Gasket for fuel injector | 10649024 | 8/27/2003 | 6866026 | 3/15/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
285. | Monobloc piston having open floor | 10700657 | 11/4/2003 | 6990890 | 1/31/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
286. | Piston and method of manufacture | 10701274 | 11/4/2003 | 6825450 | 11/30/2004 | Granted | Federal-Mogul World Wide LLC | |||||||
287. | Spark plug having a multi-tiered center wire assembly | 10701890 | 11/5/2003 | 7019448 | 3/28/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
288. | Spark plug with ground electrode having mechanically locked precious metal feature | 10702378 | 11/5/2003 | 7011560 | 3/14/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
289. | Metal plate gasket | 10718935 | 11/20/2003 | 7114254 | 10/3/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
290. | Lead-free bearing | 10730308 | 12/8/2003 | 6854183 | 2/15/2005 | Granted | Federal-Mogul World Wide LLC |
26
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
291. | Flexible insulating sleeve | 10733596 | 12/11/2003 | 7410550 | 8/12/2008 | Granted | Federal-Mogul Powertrain LLC | |||||||
292. | Piston and method of manufacture | 10735798 | 12/12/2003 | 7005620 | 2/28/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
293. | Laser welded multi-layered steel gasket assembly | 10756591 | 1/13/2004 | 7200932 | 4/10/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
294. | Elastomeric hinged seal | 10757919 | 1/15/2004 | 7100924 | 9/5/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
295. | Universal joint washer baffle | 10760053 | 1/16/2004 | 7037199 | 5/2/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
296. | Wrist pin | 10770930 | 2/3/2004 | 7024981 | 4/11/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
297. | Method of injection molding a gasket | 10775430 | 2/10/2004 | 6942827 | 9/13/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
298. | Multi-branch junction overwrap | 10791230 | 3/2/2004 | 6960722 | 11/1/2005 | Granted | Federal-Mogul World Wide LLC | |||||||
299. | Method of manufacturing a flat wiper blade assembly | 10797336 | 3/10/2004 | 7210228 | 5/1/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
300. | Shaft seal assembly with retaining ring and washer | 10800456 | 3/15/2004 | 7147229 | 12/12/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
301. | Suspension joint bearing | 10802641 | 3/16/2004 | 7344311 | 3/18/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
302. | Metal split bearing compression load ball joint | 10813242 | 3/30/2004 | 8047739 | 11/1/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
303. | Laminated carrier gasket with off-set elastomeric sealing | 10848784 | 5/19/2004 | 7048279 | 5/23/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
304. | Multi-axially forged piston | 10899959 | 7/27/2004 | 7870669 | 1/18/2011 | Granted | Federal-Mogul LLC | |||||||
305. | Seal assembly | 10901497 | 7/28/2004 | 7213814 | 5/8/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
306. | Thrust bearing assembly | 10915985 | 8/11/2004 | 7134793 | 11/14/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
307. | Outgassing shield for lamp socket | 10920517 | 8/18/2004 | 7121900 | 10/17/2006 | Granted | Federal-Mogul Ignition Company | |||||||
308. | Heat treating assembly and method | 10935546 | 9/7/2004 | 7259351 | 8/21/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
309. | Vehicular lamp and retainer assembly for interior applications | 10945217 | 9/20/2004 | 7607807 | 10/27/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
310. | Wiring harness with integrated component heat shield | 10956550 | 10/1/2004 | 7216622 | 5/15/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
311. | Vehicle interior lighting systems using electroluminescent panels | 10967117 | 10/15/2004 |
RE42340 Reissue of 6464381 |
5/10/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
312. | Coaxial twin spark plug | 10969492 | 10/20/2004 | 7443088 | 10/28/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
313. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 10984135 | 11/9/2004 | 7169723 | 1/30/2007 | Granted | Federal-Mogul World Wide LLC |
27
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
314. | Thrust washer and method of manufacture | 10987014 | 11/12/2004 | 7258489 | 8/21/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
315. | Zero radial play idler arm bracket bearing | 11006269 | 12/7/2004 | 7390126 | 6/24/2008 | Granted | Federal-Mogul Chassis LLC | |||||||
316. | Bearing having embedded hard particle layer and overlay and method of manufacture | 11006273 | 12/7/2004 | 7229699 | 6/12/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
317. | Push-on screw-off attachment device | 11018700 | 12/21/2004 | 7207762 | 4/24/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
318. | Forged knurled socket housing and method of manufacture | 11018765 | 12/21/2004 | 7080539 | 7/25/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
319. | Wiring junction block | 11032512 | 1/10/2005 | 7147521 | 12/12/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
320. | Metal gasket with rigid seal | 11032738 | 1/11/2005 | 7401790 | 7/22/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
321. | Lamp assembly having variable focus and directionality | 11054900 | 2/10/2005 | 7220029 | 5/22/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
322. | Low-friction pull tape | 11063321 | 2/22/2005 | 7188642 | 3/13/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
323. | High strength steel cylinder liner for diesel engine | 11079032 | 3/14/2005 | 7726273 | 6/1/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
324. | Projector lamp headlight with chromatic aberration correction | 11102012 | 4/8/2005 | 7175323 | 2/13/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
325. | Diffraction method for measuring thickness of a workpart | 11135469 | 5/23/2005 | 7400417 | 7/15/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
326. | Thrust bearing | 11141895 | 6/1/2005 | 7354199 | 4/8/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
327. | Gasket for sealing multiple fluids | 11146735 | 6/7/2005 | 7887063 | 2/15/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
328. | Cylinder head gasket with one-way coolant flow valve | 11157539 | 6/21/2005 | 7137361 | 11/21/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
329. | Interchangeable flashlight-cargo lamp system | 11169031 | 6/28/2005 | 7300189 | 11/27/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
330. | Method of making a sliding bearing | 11169032 | 6/28/2005 | 7458158 | 12/2/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
331. | Vehicular lighting fixture with non-directional dispersion of light | 11182092 | 7/15/2005 | 7575349 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
332. | One piece cast steel monobloc piston | 11185413 | 7/20/2005 | 7406941 | 8/5/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
333. | Self-curling sleeve | 11185589 | 7/20/2005 | 7216678 | 5/15/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
334. | Gasket assembly having isolated compression limiting device | 11193810 | 7/29/2005 | 7306235 | 7/3/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
335. | Manifold gasket having pushrod guide | 11193812 | 7/29/2005 | 7302925 | 6/26/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
336. | Vented disc brake rotor | 11206889 | 8/18/2005 | 8668058 | 3/11/2014 | Granted | Federal-Mogul World Wide LLC | |||||||
337. | Ambiance lighting system with temperature responsive variable color output | 11214195 | 8/29/2005 | 7344277 | 3/18/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
338. | Radial seal and method of making | 11224362 | 9/12/2005 | 8480092 | 7/9/2013 | Granted | Federal-Mogul World Wide LLC |
28
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
339. | Anti-cavitation diesel cylinder liner | 11225523 | 9/13/2005 | 7146939 | 12/12/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
340. | Monobloc piston having open floor | 11237463 | 9/28/2005 | 7143685 | 12/5/2006 | Granted | Federal-Mogul World Wide LLC | |||||||
341. | Active matrix electrochemical machining apparatus and method | 11241206 | 9/30/2005 | 7867374 | 1/11/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
342. | Phosphor reactive instrument panel and gauges | 11257628 | 10/25/2005 | 7216997 | 5/15/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
343. | Fabrication of topical stopper on mls gasket by active matrix electrochemical deposition | 11277544 | 3/27/2006 | 7655126 | 2/2/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
344. | Sensor assembly and sensing system for sensing human tissue in a protected area of a machine | 11293943 | 12/5/2005 | 7525222 | 4/28/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
345. | Heat shield for engine mount | 11316313 | 12/21/2005 | 7171940 | 2/6/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
346. | Method of setting the pre-load for a ball socket joint | 11332886 | 1/17/2006 | 7644500 | 1/12/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
347. | Led light module assembly | 11354674 | 2/15/2006 | 7284882 | 10/23/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
348. | Universal joint | 11366131 | 3/2/2006 | 7179172 | 2/20/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
349. | Protective sheath with integral biased flap closure | 11375326 | 3/14/2006 | 7442875 | 10/28/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
350. | Hybrid orbiting spindle for shaping non-circular holes | 11391879 | 3/29/2006 | 7568409 | 8/4/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
351. | Gasket and method of forming a seal therewith | 11405306 | 4/17/2006 | 7862049 | 1/4/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
352. | Shaft seal having integrated removal feature | 11412471 | 4/27/2006 | 7347424 | 3/25/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
353. | Forged knurled socket housing | 11422746 | 6/7/2006 | 7802940 | 9/28/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
354. | Thermal oxidation protective surface for steel pistons | 11431297 | 5/10/2006 | 7458358 | 12/2/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
355. | Coated power cylinder components for diesel engines | 11439353 | 5/22/2006 | 7383807 | 6/10/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
356. | Spark plug with tapered fired-in suppressor seal | 11454995 | 6/16/2006 | 7443089 | 10/28/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
357. | Ignition device having a reflowed firing tip and method of construction | 11500850 | 8/8/2006 | 7851984 | 12/14/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
358. | Dust boot with grease channel | 11510326 | 8/25/2006 | 7704007 | 4/27/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
359. | Dust boot with grease relief passage | 11510327 | 8/25/2006 | 7670078 | 3/2/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
360. | Extension spark plug | 11516920 | 9/6/2006 | 7768183 | 8/3/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
361. | Cone adaptor for ball joint studs, tie rods, sway bar links and the like | 11533186 | 9/19/2006 | 7393152 | 7/1/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
362. | Spark plug with welded sleeve on electrode | 11534718 | 9/25/2006 | 7521849 | 4/21/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
363. | Molded lamp socket | 11553193 | 10/26/2006 | 8480275 | 7/9/2013 | Granted | Federal-Mogul World Wide LLC |
29
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
364. | Method and apparatus for electrochemical machining | 11554198 | 10/30/2006 | 7850831 | 12/14/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
365. | Lamp assembly having a socket made from high temperature plastic | 11561045 | 11/17/2006 | 7604386 | 10/20/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
366. | Method of forming a spark plug with multi-layer firing tip | 11602028 | 11/20/2006 | 7581304 | 9/1/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
367. | Spark plug with multi-layer firing tip | 11602146 | 11/20/2006 | 7521850 | 4/21/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
368. | Spark plug with multi-layer firing tip | 11602169 | 11/20/2006 | 7671521 | 3/2/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
369. | Spark plug having a ceramic insulator with improved high temperature electrical properties | 11611946 | 12/18/2006 | 7799717 | 9/21/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
370. | Self-curling knitted sleeve and method of fabrication | 11616983 | 12/28/2006 | 7395680 | 7/8/2008 | Granted | Federal-Mogul LLC and Federal-Mogul World Wide LLC | |||||||
371. | Self-adhesive protective substrate | 11617686 | 12/28/2006 | 8455080 | 6/4/2013 | Granted | Federal-Mogul World Wide LLC | |||||||
372. | Heat shield having locating and retention features | 11619736 | 1/4/2007 | 8186325 | 5/29/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
373. | Ignition device having an electrode with a platinum firing tip and method of construction | 11624272 | 1/18/2007 | 7923909 | 4/12/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
374. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 11642210 | 12/20/2006 | 7858547 | 12/28/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
375. | Fabric for end fray resistance and protective sleeves formed therewith and methods of construction | 11654943 | 1/18/2007 | 8273429 | 9/25/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
376. | Laser welded multi-layered steel gasket assembly | 11679955 | 2/28/2007 | 7374176 | 5/20/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
377. | Protective sleeve fabricated with hybrid yarn having wire filaments and methods of construction | 11684984 | 3/12/2007 | 7576286 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
378. | Powder metal friciton stir welding tool and method of manufacture thereof | 11689675 | 3/22/2007 | 7837082 | 11/23/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
379. | Protection shield positioning assembly and positioning device therefor and method of use | 11691541 | 3/27/2007 | 8263866 | 9/11/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
380. | Cylinder liner and methods construction thereof and improving engine performance therewith | 11695638 | 4/3/2007 | 7438038 | 10/21/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
381. | End fray solution for textile structure | 11696043 | 4/3/2007 | 7858164 | 12/28/2010 | Granted | Federal-Mogul World Wide LLC |
30
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
382. | Piston assembly and wrist pin therefor providing a method of controlling rotation of the wrist pin within corresponding piston pin bores and connecting rod wrist pin bore | 11696278 | 4/4/2007 | 7603944 | 10/20/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
383. | Spark plug having spark portion provided with a base material and a protective material | 11697124 | 4/5/2007 | 7569979 | 8/4/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
384. | Non-woven self-wrapping acoustic sleeve and method of construction thereof | 11697836 | 4/9/2007 | 7523532 | 4/28/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
385. | Low profile textile wire bundler sleeve | 11712650 | 3/1/2007 | 7600539 | 10/13/2009 | Granted | Federal-Mogul LLC and Federal-Mogul World Wide LLC | |||||||
386. | Spark plug | 11745736 | 5/8/2007 | 7598661 | 10/6/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
387. | Spark plug with an improved seal | 11763786 | 6/15/2007 | 7969077 | 6/28/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
388. | Electrode for an ignition device | 11764528 | 6/18/2007 | 7823556 | 11/2/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
389. | Small diameter/long reach spark plug with rimmed hemispherical sparking tip | 11765032 | 6/19/2007 | 7589460 | 9/15/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
390. | Small diameter/long reach spark plug with improved insulator design | 11765051 | 6/19/2007 | 7573185 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
391. | Small diameter/long reach spark plug | 11765060 | 6/19/2007 | 7508121 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
392. | Spark plug with fine wire ground electrode | 11765179 | 6/19/2007 | 7808165 | 10/5/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
393. | Cylinder liner and method construction thereof | 11766898 | 6/22/2007 | 7617805 | 11/17/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
394. | Sleeve bearing assembly and method of construction | 11769354 | 6/27/2007 | 8152380 | 4/10/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
395. | Articulated piston skirt | 11772869 | 7/3/2007 | 7383808 | 6/10/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
396. | Metal gasket | 11773200 | 7/3/2007 | 7708842 | 5/4/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
397. | Radial seal and method of making | 11774233 | 7/6/2007 | 8029714 | 10/4/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
398. | One piece shell high thread spark plug | 11833810 | 8/3/2007 | 7795791 | 9/14/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
399. | Small end con rod guidance piston | 11835489 | 8/8/2007 | 7647911 | 1/19/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
400. | Lateral sealing gasket and method | 11839056 | 8/15/2007 | 7828302 | 11/9/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
401. | Unitized seal assembly having soft retention and debris expulsion features | 11853861 | 9/12/2007 | 7909333 | 3/22/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
402. | Two-piece connector for flat blade windshield wiper | 11858641 | 9/20/2007 | 7523522 | 4/28/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
403. | Contour flat blade packaging design | 11859319 | 9/21/2007 | 7690509 | 4/6/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
404. | Flame-retardant compound and method of forming a continuous material therefrom | 11859428 | 9/21/2007 | 8268916 | 9/18/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
405. | Ignition device having an induction welded and laser weld reinforced firing tip and method of construction | 11861834 | 9/26/2007 | 8026654 | 9/27/2011 | Granted | Federal-Mogul World Wide LLC |
31
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
406. | Lightweight armor and methods of making | 11862441 | 9/27/2007 | 8689671 | 4/8/2014 | Granted | Federal-Mogul World Wide LLC | |||||||
407. | Wiring system | 11872207 | 10/15/2007 | 7690950 | 4/6/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
408. | Manifold gasket having pushrod guide | 11877362 | 10/23/2007 | 8292303 | 10/23/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
409. | Wiper arm assembly having a locking catch | 11877929 | 10/24/2007 | 7996952 | 8/16/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
410. | Wiper arm assembly having a locking member | 11923311 | 10/24/2007 | 8037569 | 10/18/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
411. | Wiper arm assembly having a locking tab | 11926229 | 10/29/2007 | 7971313 | 7/5/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
412. | Wiper arm assembly having locking surfaces | 11926344 | 10/29/2007 | 8042219 | 10/25/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
413. | Wiper arm assembly having locking arms | 11926543 | 10/29/2007 | 7992249 | 8/9/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
414. | Gasket assembly having isolated compression limiting device | 11927221 | 10/29/2007 | 8720906 | 5/13/2014 | Granted | Federal-Mogul LLC | |||||||
415. | Multi-branch junction overwrap | 11933767 | 11/1/2007 | RE41348 | 5/25/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
416. | Static gasket | 11936409 | 11/7/2007 | 7806413 | 10/5/2010 | Granted | Federal-Mogul LLC | |||||||
417. | Static gasket | 11936489 | 11/7/2007 | 7866670 | 1/11/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
418. | Transitional lighting system for vehicle interior | 11936995 | 11/8/2007 | 7800483 | 9/21/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
419. | Piston having twisted skirt panels | 11937276 | 11/8/2007 | 7895937 | 3/1/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
420. | Vented socket | 11938549 | 11/12/2007 | 7618275 | 11/17/2009 | Granted | Federal-Mogul LLC | |||||||
421. | Nonwoven panel and method of construction thereof | 11971484 | 1/9/2008 | 7744143 | 6/29/2010 | Granted | Federal-Mogul Powertrain LLC | |||||||
422. | Shaft seal having integrated removal feature | 12019752 | 1/25/2008 | 8011671 | 9/6/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
423. | Piston with pin bore lubrication features | 12019817 | 1/25/2008 | 7845269 | 12/7/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
424. | Multi-use container for engine maintenance kit | 12022232 | 1/30/2008 | 9243750 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
425. | Metallic cylinder head gasket | 12023339 | 1/31/2008 | 8100409 | 1/24/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
426. | Method of aligning a thrust bearing | 12030384 | 2/13/2008 | 8042272 | 10/25/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
427. | 14 mm extension spark plug | 12044155 | 3/7/2008 | 7825573 | 11/2/2010 | Granted | Federal-Mogul Ignition Company | |||||||
428. | Dynamic shaft seal and method of installation thereof | 12044252 | 3/7/2008 | 8052152 | 11/8/2011 | Granted | Federal-Mogul LLC | |||||||
429. | Metal gasket | 12045215 | 3/10/2008 | 8470098 | 6/25/2013 | Granted | Federal-Mogul LLC | |||||||
430. | Process and apparatus for plating articles | 12092185 | 10/13/2008 | 8057644 | 11/15/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
431. | Piston mold assembly and method of constructing a piston therewith | 12102379 | 4/14/2008 | 7891403 | 2/22/2011 | Granted | Federal-Mogul Powertrain LLC | |||||||
432. | Small-diameter spark plug with resistive seal | 12121821 | 5/16/2008 | 8013502 | 9/6/2011 | Granted | Federal-Mogul LLC | |||||||
433. | Ball joint assembly and method of making | 12124215 | 5/21/2008 | 9476447 | 10/25/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
434. | Spoilerless flat wiper blade assembly | 12124623 | 5/21/2008 | 7992248 | 8/9/2011 | Granted | Federal-Mogul LLC |
32
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
435. | Piston and internal combustion engine therewith and method of constructing the piston | 12138660 | 6/13/2008 | 8020530 | 9/20/2011 | Granted | Federal-Mogul LLC | |||||||
436. | Cone adaptor for ball joint studs, tie rods, sway bar links and the like | 12139177 | 6/13/2008 | 7837407 | 11/23/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
437. | Zero radial play idler arm bracket bearing | 12141590 | 6/18/2008 | 8770846 | 7/8/2014 | Granted | Federal-Mogul Chassis LLC | |||||||
438. | Method of making disc brake pads | 12184455 | 8/1/2008 | 8151433 | 4/10/2012 | Granted | Federal-Mogul Products, Inc. | |||||||
439. | Brake pad | 12184606 | 8/1/2008 | 8505698 | 8/13/2013 | Granted | Federal-Mogul Products, Inc. | |||||||
440. | Piston with a skirt having oil flow slots | 12190256 | 8/12/2008 | 8042453 | 10/25/2011 | Granted | Federal-Mogul LLC | |||||||
441. | Electrical junction assembly for wiring harness | 12194959 | 8/20/2008 | 8003888 | 8/23/2011 | Granted | Federal-Mogul Ignition Company | |||||||
442. | Thermal protection sleeve with knit thermal protection features and method of construction thereof | 12196715 | 8/22/2008 | 7874184 | 1/25/2011 | Granted | Federal-Mogul Powertrain LLC | |||||||
443. | Ceramic electrode, ignition device therewith and methods of construction thereof | 12200244 | 8/28/2008 | 8044561 | 10/25/2011 | Granted | Federal-Mogul Ignition Company | |||||||
444. | Ceramic electrode and ignition device therewith | 12201567 | 8/29/2008 | 7816845 | 10/19/2010 | Granted | Federal-Mogul Ignition Company | |||||||
445. | Composite ceramic electrode and ignition device therewith | 12201590 | 8/29/2008 | 8044565 | 10/25/2011 | Granted | Federal-Mogul Ignition Company | |||||||
446. | Molded electrical socket | 12243245 | 10/1/2008 | 8342727 | 1/1/2013 | Granted | Federal-Mogul Ignition Company | |||||||
447. | Pinless piston and connecting rod assembly | 12244355 | 10/2/2008 | 8100048 | 1/24/2012 | Granted | Federal-Mogul LLC | |||||||
448. | Friction material for brakes | 12245253 | 10/3/2008 | 8172051 | 5/28/2013 | Granted | Federal-Mogul Products, Inc. | |||||||
449. | Non-contact labyrinth seal assembly and method of construction thereof | 12273995 | 11/19/2008 | 8342535 | 1/1/2013 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
450. | Multilayer protective textile sleeve and method of construction | 12349264 | 1/6/2009 | 9028937 | 5/12/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
451. | Electrode for an ignition device | 12351240 | 1/9/2009 | 7707985 | 5/4/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
452. | Multilayer static gasket with bead compression limiter | 12370253 | 2/12/2009 | 8632077 | 1/21/2014 | Granted | Federal-Mogul LLC | |||||||
453. | Pivot socket with cartridge bearing and vehicle steering linkage therewith | 12371051 | 2/13/2009 | 8342769 | 1/1/2013 | Granted | Federal-Mogul LLC | |||||||
454. | Ball joint with spacer cup | 12372038 | 2/17/2009 | 7600940 | 10/13/2009 | Granted | Federal-Mogul LLC | |||||||
455. | Protective textile sleeve having high edge abrasion resistance and method of construction | 12392156 | 2/25/2009 | 8701716 | 4/22/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
456. | Tie rod end with friction reducing coating | 12399460 | 3/6/2009 | 8747012 | 6/10/2014 | Granted | Federal-Mogul LLC | |||||||
457. | Spark plug with multi-layer firing tip | 12410847 | 3/25/2009 | 7948159 | 5/24/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
458. | Non-woven self-wrapping acoustic sleeve and method of construction thereof | 12410947 | 3/25/2009 | 7754301 | 7/13/2010 | Granted | Federal-Mogul World Wide LLC |
33
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
459. | Powdered metal alloy composition for wear and temperature resistance applications and method of producing same | 12419683 | 4/7/2009 | 9546412 | 1/17/2017 | Granted |
Federal-Mogul LLC and La Corporation De Lecole Polytechnique De Montreal |
|||||||
460. | Piston having a central cooling gallery with a contoured flange | 12434713 | 5/4/2009 | 8065985 | 11/29/2011 | Granted | Federal-Mogul LLC | |||||||
461. | Powder metal ultrasonic welding tool and method of manufacture thereof | 12435261 | 5/4/2009 | 8196797 | 6/12/2012 | Granted | Federal-Mogul LLC | |||||||
462. | Head lamp assembly and accent lighting therefor | 12480188 | 6/8/2009 | 8066416 | 11/29/2011 | Granted | Federal-Mogul Ignition Company | |||||||
463. | Method of constructing a low torque shaft seal | 12482562 | 6/11/2009 | 7959840 | 6/14/2011 | Granted | Federal-Mogul LLC | |||||||
464. | Wrist pin, connecting rod, piston and piston assembly therewith and methods of constructing and assembling the same | 12488853 | 6/22/2009 | 8286607 | 10/16/2012 | Granted | Federal-Mogul LLC | |||||||
465. | Method of forming piston pin holes and boring system therefor | 12490616 | 6/24/2009 | 8506215 | 8/13/2013 | Granted | Federal-Mogul LLC | |||||||
466. | Piston skirt with friction reducing oil recess and oil reservoir | 12500291 | 7/9/2009 | 8356550 | 1/22/2013 | Granted | Federal-Mogul LLC | |||||||
467. | Ignition coil with spaced secondary sector windings | 12541425 | 8/14/2009 | 7969268 | 6/28/2011 | Granted | Federal-Mogul Ignition Company | |||||||
468. | Extension-type spark plug | 12541442 | 8/14/2009 | 8164241 | 4/24/2012 | Granted | Federal-Mogul Ignition Company | |||||||
469. | Self-wrapping textile sleeve with protective coating and method of construction thereof | 12553231 | 9/3/2009 | 8747582 | 6/10/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
470. | Protective sleeve fabricated with hybrid yarn, hybrid yarn, and methods of construction thereof | protective sleeve fabricated with hybrid yard, hybrid yarn, and methods of construction thereof | 12554454 | 9/4/2009 | 8283563 | 10/9/2012 | Granted | Federal-Mogul Powertrain LLC | |||||||
471. | Method for forming layered heating element for glow plug | 12563625 | 9/21/2009 | 8079136 | 12/20/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
472. | Substrate and rubber composition and method of making the composition | 12571083 | 9/30/2009 | 8182646 | 5/22/2012 | Granted | Federal-Mogul LLC | |||||||
473. | Sheet metal joint | 12573372 | 10/5/2009 | 8281475 | 10/9/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
474. | Ignitor for air/fuel mixture and engine therewith and method of assembly thereof into a cylinder head | 12573380 | 10/5/2009 | 8365710 | 2/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
475. | Iron-based sintered powder metal for wear resistant applications | 12579772 | 10/15/2009 | 8257462 | 9/4/2012 | Granted | Federal-Mogul LLC |
34
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
476. | Spark plug having a plastic upper insulator and method of construction | 12581539 | 10/19/2009 | 8680758 | 3/25/2014 | Granted | Federal-Mogul Ignition Company | |||||||
477. | Piston with a skirt having oil flow slots and method of construction thereof | 12617772 | 11/13/2009 | 8474366 | 7/2/2013 | Granted | Federal-Mogul LLC | |||||||
478. | Concentric knurl ball joint | 12630357 | 12/3/2009 | 9446644 | 9/20/2016 | Granted | Federal-Mogul LLC | |||||||
479. | Spark ignition device for an internal combustion engine and central electrode assembly therefor | 12638597 | 12/15/2009 | 8707922 | 4/29/2014 | Granted | Federal-Mogul Ignition Company | |||||||
480. | Fabrication of topical stopper on head gasket by active matrix electrochemical deposition | 12641772 | 12/18/2009 | 9163321 | 10/20/2015 | Granted | Federal-Mogul World Wide LLC | |||||||
481. | Reinforced dual gallery piston and method of construction | 12646227 | 12/23/2009 | 8327537 | 12/11/2012 | Granted | Federal-Mogul LLC | |||||||
482. | Flexible ignitor assembly for air/fuel mixture and method of construction thereof | 12685825 | 1/12/2010 | 8151781 | 4/10/2012 | Granted | Federal-Mogul Ignition Company | |||||||
483. | Igniter system for igniting fuel | 12686251 | 1/12/2010 | 8434443 | 5/7/2013 | Granted | Federal-Mogul Ignition Company | |||||||
484. | Gasket for sealing multiple fluids | 12688114 | 1/15/2010 | 8157269 | 4/17/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
485. | Radial shaft seal, radial shaft seal assembly and method of installation | 12695404 | 1/28/2010 | 8500130 | 8/6/2013 | Granted | Federal-Mogul LLC | |||||||
486. | Radial shaft seal, radial shaft seal assembly and method of installation | 12695534 | 1/28/2010 | 8398089 | 3/19/2013 | Granted | Federal-Mogul LLC | |||||||
487. | Spark plug with combustion sensor | 12696456 | 1/29/2010 | 8505366 | 8/13/2013 | Granted | Federal-Mogul Ignition Company | |||||||
488. | Spark plug with integral combustion sensor and engine component therewith | 12696532 | 1/29/2010 | 8578762 | 11/12/2013 | Granted | Federal-Mogul Ignition Company | |||||||
489. | Multi-layered composite gasket | 12699310 | 2/3/2010 | 8550469 | 10/8/2013 | Granted | Federal-Mogul LLC | |||||||
490. | Piston with central directional oil flow and wrist pin lubrication feature and method of construction thereof | 12713814 | 2/26/2010 | 8616114 | 12/31/2013 | Granted | Federal-Mogul LLC | |||||||
491. | Wiring system and connector therefor | 12719498 | 3/8/2010 | 7931506 | 4/26/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
492. | Low torque shaft seal with improved seal element bond joint | 12722109 | 3/11/2010 | 8505926 | 8/13/2013 | Granted | Federal-Mogul LLC | |||||||
493. | Radial shaft seal assembly with lubrication retention and debris exclusion feature and method of construction thereof | 12725759 | 3/17/2010 | 8235391 | 8/7/2012 | Granted | Federal-Mogul LLC | |||||||
494. | Electrode for an ignition device | 12726048 | 3/17/2010 | 7866294 | 1/11/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
495. | Method of making an embossed metal gasket | 12726591 | 3/18/2010 | 8177929 | 5/15/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
496. | Spark ignition device with bridging ground electrode and method of construction thereof | 12749570 | 3/30/2010 | 8237341 | 8/7/2012 | Granted | Federal-Mogul Ignition Company |
35
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
497. | Spark ignition device for an internal combustion engine, metal shell therefor and methods of construction thereof | 12750775 | 3/31/2010 | 8853924 | 10/7/2014 | Granted | Federal-Mogul Ignition Company | |||||||
498. | Piston with crown cooling nozzle | 12757391 | 4/9/2010 | 8430070 | 4/30/2013 | Granted | Federal-Mogul LLC | |||||||
499. | Corona tip insulator | 12773608 | 5/4/2010 | 8464679 | 6/18/2013 | Granted | Federal-Mogul LLC | |||||||
500. | Corona ignition with self-tuning power amplifier | 12777105 | 5/10/2010 | 8578902 | 11/12/2013 | Granted | Federal-Mogul Ignition Company | |||||||
501. | Spark ignition device and ground electrode therefor and methods of construction thereof | 12780166 | 5/14/2010 | 8288930 | 10/16/2012 | Granted | Federal-Mogul Ignition Company | |||||||
502. | Distributed lighting assembly | 12814711 | 6/14/2010 | 8616740 | 12/31/2013 | Granted | Federal-Mogul LLC | |||||||
503. | Ignition coil with energy storage and transformation | 12816035 | 6/15/2010 | 8289117 | 10/16/2012 | Granted | Federal-Mogul LLC | |||||||
504. | Cylinder head gasket | 12822392 | 6/24/2010 | Pending; on appeal | Federal-Mogul LLC | |||||||||
505. | Multifunction wiper blade connector and assembly | 12832134 | 7/8/2010 | 8341799 | 1/1/2013 | Granted | Federal-Mogul LLC | |||||||
506. | Spark plug including high temperature performance electrode | 12837026 | 7/15/2010 | 8575829 | 11/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
507. | Tri-layer knit fabric, thermal protective members formed therefrom and methods of construction thereof | 12838816 | 7/19/2010 | 8434333 | 5/7/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
508. | Piston assembly transportation and installation apparatus and methods of transporting and installing a piston assembly therewith | 12849097 | 8/3/2010 | 8640314 | 2/4/2014 | Granted | Federal-Mogul LLC | |||||||
509. | Low thermal conductivity piston and method of construction thereof | 12851654 | 8/6/2010 | 8863718 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
510. | Bimetallic static gasket and method of construction thereof | 12854626 | 8/11/2010 | 9518660 | 12/13/2016 | Granted | Federal-Mogul LLC | |||||||
511. | Spark plug including electrodes with low swelling rate and high corrosion resistance | 12855229 | 8/12/2010 | 8288927 | 10/16/2012 | Granted | Federal-Mogul Ignition Company | |||||||
512. | Fire resistant textile sleeve and methods of construction thereof and providing fire protection therewith | 12856919 | 8/16/2010 | Pending | Federal-Mogul Powertrain LLC | |||||||||
513. | Cylinder head gasket assembly | 12859398 | 8/19/2010 | 8695986 | 4/15/2014 | Granted | Federal-Mogul LLC | |||||||
514. | Alumina ceramic for spark plug insulator | 12869259 | 8/26/2010 | 8614542 | 12/24/2013 | Granted | Federal-Mogul Ignition Company | |||||||
515. | Monobloc piston with a low friction skirt | 12869906 | 8/27/2010 | Pending; on appeal | Federal-Mogul LLC |
36
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
516. | Light assembly for a vehicle | 12872951 | 8/31/2010 | 8235569 | 8/7/2012 | Granted | Federal-Mogul LLC | |||||||
517. | Dynamic radial shaft seal assembly with combination dust exclusion thrust pad | 12886099 | 9/20/2010 | 8439363 | 5/14/2013 | Granted | Federal-Mogul LLC | |||||||
518. | Steel piston with cooling gallery and method of construction thereof | 12896202 | 10/1/2010 | 8807109 | 8/19/2014 | Granted | Federal-Mogul LLC | |||||||
519. | Flexible textile sleeve with end fray resistant, protective coating and method of construction thereof | 12900105 | 10/7/2010 | 9548596 | 1/17/2017 | Granted | Federal-Mogul Powertrain LLC | |||||||
520. | Powder metal friction stir welding tool and method of manufacture thereof | 12916685 | 11/1/2010 | 8157156 | 4/17/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
521. | Low profile, wrappable elongate members spacer and method of maintaining elongate members in fixed, spaced relative relation | 12942309 | 11/9/2010 | 9062802 | 6/23/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
522. | Piston with blow-by feature and method of preventing catastrophic failure to an internal combustion engine | 12943283 | 11/10/2010 | 8635943 | 1/28/2014 | Granted | Federal-Mogul LLC | |||||||
523. | Wrappable textile sleeve with integral attachment and closure device | 12953788 | 11/24/2010 | 8367182 | 2/5/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
524. | Electrode material for a spark plug | 12954011 | 11/24/2010 | 8274203 | 9/25/2012 | Granted | Federal-Mogul Ignition Company | |||||||
525. | Spark plug with volume-stable electrode material | 12954061 | 11/24/2010 | 8492963 | 7/23/2013 | Granted | Federal-Mogul Ignition Company | |||||||
526. | Spark plug with platinum-based electrode material | 12954262 | 11/24/2010 | 8274204 | 9/25/2012 | Granted | Federal-Mogul Ignition Company | |||||||
527. | Ceramic with improved high temperature electrical properties for use as a spark plug insulator | 12957757 | 12/1/2010 | 8012898 | 9/6/2011 | Granted | Federal-Mogul World Wide LLC | |||||||
528. | Gasket assembly with improved locating and retention pin and method of construction thereof | 12972907 | 12/20/2010 | 8833771 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
529. | Corona igniter with magnetic screening | 13006555 | 1/14/2011 | 8839752 | 9/23/2014 | Granted | Federal-Mogul LLC | |||||||
530. | Piston mold assembly and method of constructing a piston therewith | 13008250 | 1/18/2011 | 8235090 | 8/7/2012 | Granted | Federal-Mogul Powertrain LLC | |||||||
531. | Piston having twisted skirt panels | 13010149 | 1/20/2011 | 8336446 | 12/25/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
532. | Illuminated vehicle cup holder assembly | 13018506 | 2/1/2011 | 8485680 | 7/16/2013 | Granted | Federal-Mogul Ignition Company | |||||||
533. | Illuminated monolithic cup holder assembly and method | 13025237 | 2/11/2011 | 8585264 | 11/19/2013 | Granted | Federal-Mogul Ignition Company | |||||||
534. | Radial shaft seal, radial shaft seal assembly and method of installation | 13042533 | 3/8/2011 | 9062773 | 6/23/2015 | Granted | Federal-Mogul LLC |
37
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
535. | Multi-spectral imaging system and method of surface inspection therewith | 13052431 | 3/21/2011 | 9128036 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
536. | Multilayer metal gasket with bead on stopper | 13086481 | 4/14/2011 | Pending | Federal-Mogul LLC | |||||||||
537. | Multilayer metal gasket | 13091191 | 4/21/2011 | 8556271 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
538. | Reduced profile lamp having enhanced illumination and method of construction thereof | 13091198 | 4/21/2011 | 9168864 | 10/27/2015 | Granted | Federal-Mogul Ignition Company | |||||||
539. | Hydrodynamic seal with increased flexibility sealing element | 13099474 | 5/3/2011 | 8459654 | 6/11/2013 | Granted | Federal-Mogul LLC | |||||||
540. | Non-woven, self-wrapping thermal sleeve and method of construction thereof | 13104508 | 5/10/2011 | Pending; on appeal | Federal-Mogul Powertrain LLC | |||||||||
541. | Main bearing for engine with high belt load | 13110482 | 5/18/2011 | 8608385 | 12/17/2013 | Granted | Federal-Mogul LLC | |||||||
542. | Steel piston with cooling gallery and method of construction thereof | 13112772 | 5/20/2011 | Pending | Federal-Mogul LLC | |||||||||
543. | Igniter assembly including arcing reduction features | 13116269 | 5/26/2011 | 8890397 | 11/18/2014 | Granted | Federal-Mogul Ignition Company | |||||||
544. | Technique for cylindrical part inner surface inspection | 13153897 | 6/6/2011 | 9170210 | 10/27/2015 | Granted | Federal-Mogul LLC | |||||||
545. | Emi connector ferrule and assembly combination therewith | 13160613 | 6/15/2011 | 8540531 | 9/24/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
546. | Flame-retardant compound, continuous materials and products constructed therefrom and methods of manufacture thereof | 13162006 | 6/16/2011 | 8697786 | 4/15/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
547. | Radial shaft seal, radial shaft seal assembly and method of installation | 13162646 | 6/17/2011 | 8556270 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
548. | Method of forming a tubular member | 13176835 | 7/6/2011 | 9452464 | 9/27/2016 | Granted | Federal-Mogul LLC | |||||||
549. | Method of assembling a wiper blade | 13180618 | 7/12/2011 | 8720033 | 5/13/2014 | Granted | Federal-Mogul LLC | |||||||
550. | Method of constructing a wiper arm assembly having a locking arm | 13181004 | 7/12/2011 | 8286321 | 10/16/2012 | Granted | Federal-Mogul World Wide LLC | |||||||
551. | Wiper arm assembly having a locking catch and method of construction | 13190834 | 7/26/2011 | 8720035 | 5/13/2014 | Granted | Federal-Mogul World Wide LLC | |||||||
552. | Electrode material for use with a spark plug | 13193121 | 7/28/2011 | 8436520 | 5/7/2013 | Granted | Federal-Mogul Ignition Company | |||||||
553. | Piston including a pair of cooling chambers | 13197813 | 8/4/2011 | 8544441 | 10/1/2013 | Granted | Federal-Mogul LLC | |||||||
554. | Non-kinking self-wrapping woven sleeve and method of construction thereof | 13210638 | 8/16/2011 | Pending | Federal-Mogul Powertrain LLC . | |||||||||
555. | Method of assembling a small-diameter spark plug with resistive seal | 13211539 | 8/17/2011 | 8272909 | 9/25/2012 | Granted | Federal-Mogul World Wide LLC |
38
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
556. | Friction material for brakes | 13212445 | 8/18/2011 | 8863917 | 10/21/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
557. | Radial shaft seal with dust exclusion and hydrodynamic sealing feature | 13215528 | 8/23/2011 | 8573602 | 11/5/2013 | Granted | Federal-Mogul LLC | |||||||
558. | Electrical arrangement of hybrid ignition device | 13222616 | 8/31/2011 | 8749945 | 6/10/2014 | Granted | Federal-Mogul Ignition Company | |||||||
559. | Sleeve bearing assembly and method of construction | 13224401 | 9/2/2011 | 8464427 | 6/18/2013 | Granted | Federal-Mogul World Wide LLC | |||||||
560. | Composite panel having bonded nonwoven and biodegradable resinous-fiber layers and method of construction thereof | 13236960 | 9/20/2011 | Pending | Federal-Mogul Powertrain LLC and E2e Materials | |||||||||
561. | Led light module with light pipe and reflectors | 13238083 | 9/21/2011 | 8727574 | 5/20/2014 | Granted | Federal-Mogul LLC | |||||||
562. | Method of manufacturing a wiper arm assembly having a locking member | 13241866 | 9/23/2011 | 8443505 | 5/21/2013 | Granted | Federal-Mogul World Wide LLC | |||||||
563. | Ceramic electrode, ignition device therewith and methods of construction thereof | 13243543 | 9/23/2011 | 8471450 | 6/25/2013 | Granted | Federal-Mogul Ignition Company | |||||||
564. | Knit sleeve with knit barrier extension having a barrier therein and method of construction | 13249667 | 9/30/2011 | 8505339 | 8/13/2013 | Granted | Federal-Mogul Powertrain LLC | |||||||
565. | Multilayer gasket with segmented integral stopper feature | 13267020 | 10/6/2011 | 8616557 | 12/31/2013 | Granted | Federal-Mogul LLC | |||||||
566. | Wear resistant lead free alloy sliding element method of making | 13267406 | 10/6/2011 | Pending; final rejection mailed | Federal-Mogul LLC | |||||||||
567. | Modular fracture plug and method of construction thereof | 13273514 | 10/14/2011 | 9133698 | 9/15/2015 | Granted | Federal-Mogul LLC | |||||||
568. | Spark plug with ceramic electrode tip | 13279418 | 10/24/2011 | 8614541 | 12/24/2013 | Granted | Federal-Mogul Ignition Company | |||||||
569. | Composite ceramic electrode and ignition device therewith | 13279862 | 10/24/2011 | 8384279 | 2/26/2013 | Granted | Federal-Mogul Ignition Company | |||||||
570. | Led lamp assembly with heat sink | 13281817 | 10/26/2011 | 8840291 | 9/23/2014 | Granted | Federal-Mogul Ignition Company | |||||||
571. | Non-thermal plasma ignition arc suppression | 13283666 | 10/28/2011 | 8729782 | 5/20/2014 | Granted | Federal-Mogul Ignition Company | |||||||
572. | Radial shaft seal, radial shaft seal assembly and method of installation | 13303242 | 11/23/2011 | 8950753 | 2/10/2015 | Granted | Federal-Mogul LLC | |||||||
573. | Piston with anti-carbon deposit coating and method of construction thereof | 13304895 | 11/28/2011 | 9169800 | 10/27/2015 | Granted | Federal-Mogul LLC | |||||||
574. | Brake lining for a drum brake assembly | 13307563 | 11/30/2011 | 8739947 | 6/3/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
575. | Powder metal component impregnated with ceria and/or yttria and method of manufacture | 13311123 | 12/5/2011 | 8962147 | 2/24/2015 | Granted | Federal-Mogul LLC | |||||||
576. | Integral lamp assembly and method of construction thereof | 13316898 | 12/12/2011 | Pending; on appeal | Federal-Mogul LLC |
39
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
577. | Electron beam welded electrode for industrial spark plugs | 13324054 | 12/13/2011 | 9028289 | 5/12/2015 | Granted | Federal-Mogul Ignition Company | |||||||
578. | Corona ignition device having asymmetric firing tip | 13324069 | 12/13/2011 | 9103313 | 8/11/2015 | Granted | Federal-Mogul Ignition Company | |||||||
579. | Corona igniter having shaped insulator | 13325362 | 12/14/2011 | 9041273 | 5/26/2015 | Granted | Federal-Mogul Ignition Company | |||||||
580. | Corona igniter with improved corona control | 13325433 | 12/14/2011 |
Pending; on appeal |
Federal-Mogul Ignition Company | |||||||||
581. | Corona igniter including ignition coil with improved isolation | 13326897 | 12/15/2011 | 8638540 | 1/28/2014 | Granted | Federal-Mogul Ignition Company | |||||||
582. | Corona igniter having improved gap control | 13339737 | 12/29/2011 | 8839753 | 9/23/2014 | Granted | Federal-Mogul Ignition Company | |||||||
583. | Ruthenium-based electrode material for a spark plug | 13342709 | 1/3/2012 | 8471451 | 6/25/2013 | Granted | Federal-Mogul Ignition Company | |||||||
584. | Piston pin for heat dissipation | 13345851 | 1/9/2012 | 9103441 | 8/11/2015 | Granted | Federal-Mogul LLC | |||||||
585. | Corona ignition system having selective enhanced arc formation | 13349921 | 1/13/2012 | 8726871 | 5/20/2014 | Granted | Federal-Mogul Ignition Company | |||||||
586. | Spark plug having improved ground electrode orientation and method of forming | 13350140 | 1/13/2012 | 8866369 | 10/21/2014 | Granted | Federal-Mogul Ignition Company | |||||||
587. | Corona igniter having controlled location of corona formation | 13350456 | 1/13/2012 | 8844490 | 9/30/2014 | Granted | Federal-Mogul Ignition Company | |||||||
588. | Electrode material for a spark plug | 13355891 | 1/23/2012 | 8575830 | 11/5/2013 | Granted | Federal-Mogul Ignition Company | |||||||
589. | Method of testing seal lip bond strength to metal substrate and apparatus therefor | 13359721 | 1/27/2012 | 8919206 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
590. | Gasket with a compression limiter | 13362459 | 1/31/2012 | 9027935 | 5/12/2015 | Granted | Federal-Mogul LLC | |||||||
591. | Multilayer static gasket with secondary compression limiter | 13363714 | 2/1/2012 | 8556272 | 10/15/2013 | Granted | Federal-Mogul LLC | |||||||
592. | Piston with enhanced cooling gallery | 13370609 | 2/10/2012 | 8955486 | 2/17/2015 | Granted | Federal-Mogul LLC | |||||||
593. | Piston with enhanced cooling gallery | 13370645 | 2/10/2012 | Pending; Board of Appeals Decision Rendered | Federal-Mogul LLC | |||||||||
594. | Piston with supplemental cooling gallery and internal combustion engine therewith | 13370695 | 2/10/2012 | 8662026 | 3/4/2014 | Granted | Federal-Mogul LLC | |||||||
595. | Piston and cooled piston ring therefor and method of construction thereof | 13370744 | 2/10/2012 | 8955487 | 2/17/2015 | Granted | Federal-Mogul LLC |
40
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
596. | Corona igniter with improved energy efficiency | 13402217 | 2/22/2012 | 8786392 | 7/22/2014 | Granted | Federal-Mogul Ignition Company | |||||||
597. | Electrode material for a spark plug | 13402437 | 2/22/2012 | 8760044 | 6/24/2014 | Granted | Federal-Mogul Ignition Company | |||||||
598. | Static gasket with wire compression limiter | 13404188 | 2/24/2012 | 8984750 | 3/24/2015 | Granted | Federal-Mogul LLC | |||||||
599. | Cylinder head gasket | 13412139 | 3/5/2012 | 8950754 | 2/10/2015 | Granted | Federal-Mogul LLC | |||||||
600. | Flexible ignitor assembly for air/fuel mixture and method of construction thereof | 13414129 | 3/7/2012 | 8474428 | 7/2/2013 | Granted | Federal-Mogul Ignition Company | |||||||
601. | Method of making disc brake pads | 13421218 | 3/15/2012 | 8689421 | 4/8/2014 | Granted | Federal-Mogul Products, Inc. | |||||||
602. | Low torque radial shaft seal assembly | 13423365 | 3/19/2012 | 8800996 | 8/12/2014 | Granted | Federal-Mogul LLC | |||||||
603. | Radial shaft seal with static and hydrodynamic sealing features | 13426450 | 3/21/2012 | 9062774 | 6/23/2015 | Granted | Federal-Mogul LLC | |||||||
604. | Spark ignition device and ground electrode therefor and methods of construction thereof | 13427043 | 3/22/2012 | 8896194 | 11/25/2014 | Granted | Federal-Mogul Ignition Company | |||||||
605. | Powder metal friction stir welding tool and method of manufacture thereof | 13430022 | 3/26/2012 | 8534529 | 9/17/2013 | Granted | Federal-Mogul World Wide LLC | |||||||
606. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 13434700 | 3/29/2012 | 8539927 | 9/24/2013 | Granted | Federal-Mogul LLC | |||||||
607. | System and method for detecting arc formation in a corona discharge ignition system | 13438116 | 4/3/2012 | 9181920 | 11/10/2015 | Granted | Federal-Mogul Ignition Company | |||||||
608. | System and method for controlling arc formation in a corona discharge ignition system | 13438127 | 4/3/2012 | 8760067 | 6/24/2014 | Granted | Federal-Mogul Ignition Company | |||||||
609. | Piston and method of making a piston | 13446683 | 4/13/2012 | Pending | Federal-Mogul LLC | |||||||||
610. | Multilayer textile sleeve and method of construction thereof | 13450021 | 4/18/2012 | Pending | Federal-Mogul Powertrain LLC | |||||||||
611. | Substrate and rubber composition and method of making the composition | 13461009 | 5/1/2012 | 9382451 | 7/5/2016 | Granted | Federal-Mogul LLC | |||||||
612. | Heat shield having locating and retention features | 13469658 | 5/11/2012 | 8887687 | 11/18/2014 | Granted | Federal-Mogul World Wide LLC | |||||||
613. | Gasket with a compression limiter | 13475025 | 5/18/2012 | 8752841 | 6/17/2014 | Granted | Federal-Mogul LLC | |||||||
614. | Powder metal ultrasonic welding tool and method of manufacture thereof | 13476184 | 5/21/2012 | 8834595 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
615. | Metal gasket | 13488805 | 6/5/2012 | Pending | Federal-Mogul LLC | |||||||||
616. | Shaft seal assembly | 13492143 | 6/8/2012 | Pending | Federal-Mogul LLC | |||||||||
617. | Germanium containing coating for inner surfaces of cylinder liners | 13493215 | 6/11/2012 | 8919318 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
618. | Coated textile sleeve and method of construction thereof | 13523405 | 6/14/2012 | 8528456 | 9/10/2013 | Granted | Federal-Mogul Powertrain LLC |
41
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
619. | Spark plug electrode with nanocarbon enhanced copper core | 13524054 | 6/15/2012 | 8482188 | 7/9/2013 | Granted | Federal-Mogul Ignition Company | |||||||
620. | High temperature resistant weft knit textile sleeve and method of construction thereof | 13531768 | 6/25/2012 | Pending | Federal-Mogul Powertrain LLC | |||||||||
621. | Electrode material for a spark plug | 13533264 | 6/26/2012 | 8766519 | 7/1/2014 | Granted | Federal-Mogul Ignition Company | |||||||
622. | Corona igniter assembly including corona enhancing insulator geometry | 13534251 | 6/27/2012 | 8749126 | 6/10/2014 | Granted | Federal-Mogul Ignition Company | |||||||
623. | Spark plug electrode configuration | 13535505 | 6/28/2012 | 8519607 | 8/27/2013 | Granted | Federal-Mogul Ignition Company | |||||||
624. | Piston with an undercrown support feature | 13538653 | 6/29/2012 | 9046053 | 6/2/2015 | Granted | Federal-Mogul LLC | |||||||
625. | Piston outer panel mold and method of constructing a piston and forming an undercut cooling gallery of a piston therewith | 13544978 | 7/9/2012 | 8459332 | 6/11/2013 | Granted | Federal-Mogul LLC | |||||||
626. | Iron-based sintered powder metal for wear resistant applications | 13566432 | 8/3/2012 | 8801828 | 8/12/2014 | Granted | Federal-Mogul LLC | |||||||
627. | Protection shield positioning assembly and positioning device therefor and method of use | 13569775 | 8/8/2012 | 9157564 | 10/13/2015 | Granted | Federal-Mogul World Wide LLC | |||||||
628. | Corona igniter including temperature control features | 13589617 | 8/20/2012 | 9010294 | 4/21/2015 | Granted | Federal-Mogul Ignition Company | |||||||
629. | Flexible green nonwoven battery cover and method of construction thereof | 13592150 | 8/22/2012 | 9334591 | 5/10/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
630. | Radially collapsible and expandable textile sleeve and method of construction thereof | 13592172 | 8/22/2012 | 8757215 | 6/24/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
631. | Fabric for end fray resistance and protective sleeves formed therewith and methods of construction | 13593325 | 8/23/2012 | 8663766 | 3/4/2014 | Granted | Federal-Mogul World Wide LLC | |||||||
632. | Hammer union assembly, hammer union seal therefor and method of constructing a hammer union seal | 13594765 | 8/24/2012 | 8833804 | 9/16/2014 | Granted | Federal-Mogul LLC | |||||||
633. | Spark plug including electrodes with low swelling rate and high corrosion resistance | 13617237 | 9/14/2012 | 8816577 | 8/26/2014 | Granted | Federal-Mogul Ignition Company | |||||||
634. | Gasket assembly having isolated compression limiting device | 13617651 | 9/14/2012 | 8733763 | 5/27/2014 | Granted | Federal-Mogul LLC | |||||||
635. | Spark ignition device and ground electrode therefor and methods of construction thereof | 13620783 | 9/15/2012 | 8643262 | 2/4/2014 | Granted | Federal-Mogul Ignition Company |
42
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
636. | Spark ignition device and ground electrode therefor and methods of construction thereof | 13620786 | 9/15/2012 | 8641467 | 2/4/2014 | Granted | Federal-Mogul Ignition Company | |||||||
637. | Spark plug having ground electrode tip attached to free end surface of ground electrode | 13624316 | 9/21/2012 | 8569940 | 10/29/2013 | Granted | Federal-Mogul Ignition Company | |||||||
638. | Friction material tooling | 13627120 | 9/26/2012 | 8974725 | 3/10/2015 | Granted | Federal-Mogul Products, Inc. | |||||||
639. | Textile sleeve with twisted hybrid fill yarn and method of construction thereof | 13633528 | 10/2/2012 | 8875746 | 11/4/2014 | Granted | Federal-Mogul Powertrain LLC | |||||||
640. | Method of cutting tubular members and apparatus therefor | 13644781 | 10/4/2012 | Pending; on appeal | Federal-Mogul Powertrain LLC | |||||||||
641. | Method of cutting tubular members and apparatus therefor | 13645097 | 10/4/2012 | 9333662 | 5/10/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
642. | Radial shaft seal assembly with snap in auxiliary member | 13645303 | 10/4/2012 | 9394998 | 7/19/2016 | Granted | Federal-Mogul LLC | |||||||
643. | Low and high beam headlamp | 13648541 | 10/10/2012 | 8950912 | 2/10/2015 | Granted | Federal-Mogul LLC | |||||||
644. | Spark plug electrode and spark plug manufacturing method | 13659297 | 10/24/2012 | 9004969 | 4/14/2015 | Granted | Federal-Mogul Ignition Company | |||||||
645. | Radial shaft seal, radial shaft seal assembly and method of installation | 13660766 | 10/25/2012 | 9175774 | 11/3/2015 | Granted | Federal-Mogul LLC | |||||||
646. | Piston assembly including a polymer coating with hard particles applied to sliding surfaces | 13661597 | 10/26/2012 | Pending; on appeal | Federal-Mogul LLC | |||||||||
647. | Coated piston and a method of making a coated piston | 13664778 | 10/31/2012 | 8863720 | 10/21/2014 | Granted | Federal-Mogul LLC | |||||||
648. | Piston ring with a wear-resistant cobalt coating | 13673546 | 11/9/2012 | 9334960 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
649. | Piston having dual gallery, method of construction, and piston body portions thereof | 13677022 | 11/14/2012 | 9334957 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
650. | Windscreen wiper device | 13678863 | 11/16/2012 | Pending | Federal-Mogul LLC | |||||||||
651. | High modulus wear resistant gray cast iron for piston ring applications | 13688802 | 11/29/2012 | 9091345 | 7/28/2015 | Granted | Federal-Mogul LLC | |||||||
652. | One-piece piston with improved combustion bowl rim region and method of manufacture | 13708656 | 12/7/2012 | 9068531 | 6/30/2015 | Granted | Federal-Mogul LLC | |||||||
653. | Insulator strength by seat geometry | 13709237 | 12/10/2012 | 8643263 | 2/4/2014 | Granted | Federal-Mogul LLC | |||||||
654. | Thermally resistant convoluted sleeve and method of construction thereof | 13710148 | 12/10/2012 | 9297491 | 3/29/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
655. | Windscreen wiper device | 13713173 | 12/13/2012 | 9481343 | 11/1/2016 | Granted | Federal-Mogul LLC | |||||||
656. | Windscreen wiper device | 13714497 | 12/14/2012 | 9469276 | 10/18/2016 | Granted | Federal-Mogul LLC | |||||||
657. | Windscreen wiper device | 13714662 | 12/14/2012 | Pending | Federal-Mogul LLC |
43
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
658. | Windscreen wiper device | 13714742 | 12/14/2012 | Pending | Federal-Mogul LLC | |||||||||
659. | Windscreen wiper device | 13714800 | 12/14/2012 | 9333947 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
660. | Windscreen wiper device | 13714987 | 12/14/2012 | 8997304 | 4/7/2015 | Granted | Federal-Mogul LLC | |||||||
661. | Windscreen wiper device | 13728280 | 12/27/2012 | 9180839 | 11/10/2015 | Granted | Federal-Mogul LLC | |||||||
662. | Elastomeric shaft seal formed without oven post curing | 13748752 | 1/24/2013 | 9086150 | 7/21/2015 | Granted | Federal-Mogul LLC | |||||||
663. | Enhanced braided sleeve and method of construction thereof | 13761049 | 2/6/2013 | 9394636 | 7/19/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
664. | Vehicle puddle lamp responsive to ground surface conditions | 13761815 | 2/7/2013 | 8922388 | 12/30/2014 | Granted | Federal-Mogul LLC | |||||||
665. | Enhanced, lightweight acoustic scrim barrier | 13764443 | 2/11/2013 | 9027706 | 5/12/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
666. | Piston ring for an internal combustion engine | 13768196 | 2/15/2013 | Pending | Federal-Mogul LLC | |||||||||
667. | Piston ring for an internal combustion engine | 13768284 | 2/15/2013 | Pending | Federal-Mogul LLC | |||||||||
668. | Piston ring for an internal combustion engine | 13768355 | 2/15/2013 | 9316312 | 4/19/2016 | Granted | Federal-Mogul LLC | |||||||
669. | Piston ring for an internal combustion engine | 13768435 | 2/15/2013 | Pending | Federal-Mogul LLC | |||||||||
670. | Piston ring for an internal combustion engine | 13768535 | 2/15/2013 | 9500280 | 11/22/2016 | Granted | Federal-Mogul LLC | |||||||
671. | Complex-shaped forged piston oil galleries | 13769751 | 2/18/2013 | 9334958 | 5/10/2016 | Granted | Federal-Mogul LLC | |||||||
672. | Piston assembly for internal combustion engine | 13772022 | 2/20/2013 | 9004037 | 4/14/2015 | Granted | Federal-Mogul LLC | |||||||
673. | Wrappable end fray resistant protective textile sleeve and method of construction thereof | 13782813 | 3/1/2013 | 9091002 | 7/28/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
674. | Data collector for an internal engine component | 13784015 | 3/4/2013 | 8844341 | 9/30/2014 | Granted | Federal-Mogul LLC | |||||||
675. | Piston with anti-carbon deposit coating and method of construction thereof | 13786156 | 3/5/2013 | 9163579 | 10/20/2015 | Granted | Federal-Mogul LLC | |||||||
676. | Thermal spray applications using iron based alloy powder | 13790466 | 3/8/2013 | Pending |
Federal-Mogul LLC and La Corporation De Lecole Polytechnique De Montreal |
|||||||||
677. | Self-curling non-woven sleeve and method of construction thereof | 13793397 | 3/11/2013 | 9478954 | 10/25/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
678. | Engine piston | 13795361 | 3/12/2013 | Pending | Federal-Mogul LLC | |||||||||
679. | Emi shielding textile fabric, wrappable sleeve constructed therefrom and method of construction thereof | 13801633 | 3/13/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
680. | Cylinder liners with adhesive metallic layers and methods of forming the cylinder liners | 13801736 | 3/13/2013 | Pending | Federal-Mogul LLC | |||||||||
681. | Self-wrapping emi shielding textile sleeve and method of construction thereof | 13801889 | 3/13/2013 | 9277684 | 3/1/2016 | Granted | Federal-Mogul Powertrain LLC |
44
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
682. | End-fray resistant heat-shrinkable woven sleeve, assembly therewith and methods of construction thereof | 13803225 | 3/14/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
683. | Multi-pattern headlamp assembly and system | 13803337 | 3/14/2013 | 9108566 | 8/18/2015 | Granted | Federal-Mogul LLC | |||||||
684. | Control arm with socket | 13804571 | 3/14/2013 | 8925944 | 1/6/2015 | Granted | Federal-Mogul Products, Inc. | |||||||
685. | Elastic sealing member radially inwardly of primary sealing bead | 13804853 | 3/14/2013 | Pending | Federal-Mogul LLC | |||||||||
686. | Low tension piston rings and method for manufacturing the same | 13827255 | 3/14/2013 | 9261190 | 2/16/2016 | Granted | Federal-Mogul LLC | |||||||
687. | Multi-layer gasket | 13827828 | 3/14/2013 | Pending | Federal-Mogul LLC | |||||||||
688. | Hybrid ring welded cylinder head gasket | 13828024 | 3/14/2013 | 8960682 | 2/24/2015 | Granted | Federal-Mogul LLC | |||||||
689. | Shrink-fit ceramic center electrode | 13829405 | 3/14/2013 | 9030086 | 5/12/2015 | Granted | Federal-Mogul Ignition Company | |||||||
690. | Corrugated knit sleeve and method of construction thereof | 13836299 | 3/15/2013 | 9062396 | 6/23/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
691. | Flexible, abrasion resistant textile sleeve and method of construction thereof | 13837136 | 3/15/2013 | 8925592 | 1/6/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
692. | Powder metal compositions for wear and temperature resistance applications and method of producing same | 13837549 | 3/15/2013 | 9162285 | 10/20/2015 | Granted |
Federal-Mogul LLC and La Corporaiton De Lecole Polytechnique De Montreal |
|||||||
693. | Corona ignition device with improved electrical performance | 13843336 | 3/15/2013 | 9088136 | 7/21/2015 | Granted | Federal-Mogul LLC | |||||||
694. | Vehicle lamp socket assembly | 13843570 | 3/15/2013 | 9347637 | 5/24/2016 | Granted | Federal-Mogul LLC | |||||||
695. | Self-locating light source module | 13844536 | 3/15/2013 | 9285093 | 3/15/2016 | Granted | Federal-Mogul LLC | |||||||
696. | Electrode material for a spark plug | 13870631 | 4/25/2013 | Pending; on appeal | Federal-Mogul Ignition Company | |||||||||
697. | Method of making ruthenium-based material for spark plug electrode | 13898016 | 5/20/2013 | 8890399 | 11/18/2014 | Granted | Federal-Mogul Ignition Company | |||||||
698. | Ceramic electrode, ignition device therewith and methods of construction thereof | 13898898 | 5/21/2013 | 8901805 | 12/2/2014 | Granted | Federal-Mogul Ignition Company | |||||||
699. | Spark plug having a thin noble metal firing pad | 13908255 | 6/3/2013 | 9130356 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
700. | Radial shaft seal and assembly therewith | 13909874 | 6/4/2013 | 8955849 | 2/17/2015 | Granted | Federal-Mogul LLC | |||||||
701. | Method of manufacturing a ruthenium-based spark plug electrode material into a desired form and a ruthenium-based material for use in a spark plug | 13922632 | 6/20/2013 | 8979606 | 3/17/2015 | Granted | Federal-Mogul Ignition Company | |||||||
702. | Metal gasket | 13925038 | 6/24/2013 | Pending | Federal-Mogul LLC |
45
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
703. | Electrode material for a spark plug | 13943423 | 7/16/2013 | 9231380 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
704. | Piston with oil cooling passage and method of construction thereof | 13946866 | 7/19/2013 | 9062768 | 6/23/2015 | Granted | Federal-Mogul LLC | |||||||
705. | Wrappable protective sleeve with closure and locating feature and methods of construction and use thereof | 13952441 | 7/26/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
706. | Spark plug with combustion sensor | 13957025 | 8/1/2013 | 9304059 | 4/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
707. | Spark plug having firing pad | 13962496 | 8/8/2013 | Pending | Federal-Mogul Ignition Company | |||||||||
708. | Method of forming piston pin holes and boring system therefor | 13963525 | 8/9/2013 | 8926239 | 1/6/2015 | Granted | Federal-Mogul LLC | |||||||
709. | Piston including a pair of cooling chambers | 14013349 | 8/29/2013 | 8869768 | 10/28/2014 | Granted | Federal-Mogul LLC | |||||||
710. | Welding system for attaching firing tips to spark plug electrodes | 14028269 | 9/16/2013 | 9573218 | 2/21/2017 | Granted | Federal-Mogul Ignition Company | |||||||
711. | Wrist pin and method of reducing wear between members thereof, connecting rod, piston and methods of constructing same | 14030291 | 9/18/2013 | 9353863 | 5/31/2016 | Granted | Federal-Mogul LLC | |||||||
712. | Steel piston with counter-bore design | 14030530 | 9/18/2013 | 9291120 | 3/22/2016 | Granted | Federal-Mogul LLC | |||||||
713. | Ball joint with improved upper bearing and method of construction thereof | 14036119 | 9/25/2013 | 9316250 | 4/19/2016 | Granted | Federal-Mogul Products, Inc. | |||||||
714. | Reduced compression height piston and piston assembly therewith and methods of construction thereof | 14040259 | 9/27/2013 | 9127618 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
715. | Wrappable laminated textile sleeve with enhanced flexibility and method of reducing cracking in a foil layer of a wrappable textile sleeve | 14043663 | 10/1/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
716. | Piston assembly and method of making a piston | 14049622 | 10/9/2013 | 9127616 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
717. | Bi-material strip and a method of bonding strips of different materials together | 14050501 | 10/10/2013 | 9108275 | 8/18/2015 | Granted | Federal-Mogul LLC | |||||||
718. | Chemical vapor deposition of wear resistant coatings onto piston ring running face, side face, and inner diameter in one coating run | 14051696 | 10/11/2013 | Pending | Federal-Mogul LLC | |||||||||
719. | Spark plug having firing pad | 14056536 | 10/17/2013 | 9318879 | 4/19/2016 | Granted | Federal-Mogul Ignition Company | |||||||
720. | Powder resin layered nonwoven material and method of construction thereof | 14070237 | 11/1/2013 | Pending | Federal-Mogul Powertrain LLC | |||||||||
721. | Piston with a cooling gallery partially filled with a thermally conductive metal-containing composition | 14070839 | 11/4/2013 | 9127619 | 9/8/2015 | Granted | Federal-Mogul LLC |
46
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
722. | Extruded insulator for spark plug and method of making the same | 14076840 | 11/11/2013 | Pending | Federal-Mogul Ignition Company | |||||||||
723. | High strength low friction engineered material for bearings and other applications | 14085181 | 11/20/2013 | 9366290 | 6/14/2016 | Granted | Federal-Mogul LLC | |||||||
724. | Spark plug with ceramic electrode tip | 14085293 | 11/20/2013 | 8933617 | 1/13/2015 | Granted | Federal-Mogul Ignition Company | |||||||
725. | Coaxial cable and method of construction thereof | 14102180 | 12/10/2013 | Pending |
Federal-Mogul Powertrain LLC
and
Acome Societe Cooperative Et Participative Societe Anonyme Cooperative De Production A Capital Variable |
|||||||||
726. | Multilayer static gasket with bead compression limiter | 14108709 | 12/17/2013 | 8783692 | 7/22/2014 | Granted | Federal-Mogul LLC | |||||||
727. | Protective textile sleeve having high edge abrasion resistance and method of construction | 14109601 | 12/17/2013 | 9228278 | 1/5/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
728. | Distributed lighting assembly | 14132201 | 12/18/2013 | 9243780 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
729. | Intra-event control strategy for corona ignition systems | 14138228 | 12/23/2013 | 9466953 | 10/11/2016 | Granted | Federal-Mogul Ignition Company | |||||||
730. | Inter-event control strategy for corona ignition systems | 14138249 | 12/23/2013 | 9318881 | 4/19/2016 | Granted | Federal-Mogul Ignition Company | |||||||
731. | Piston and method of making a piston | 14159729 | 1/21/2014 | Pending; on appeal | Federal-Mogul LLC | |||||||||
732. | Piston assembly transportation and installation apparatus and methods of transporting and installing a piston assembly therewith | 14164535 | 1/27/2014 | 9297421 | 3/29/2016 | Granted | Federal-Mogul LLC | |||||||
733. | Spark plug having firing pad | 14166145 | 1/28/2014 | 9041274 | 5/26/2015 | Granted | Federal-Mogul Ignition Company | |||||||
734. | Non-kinking self-wrapping woven sleeve and method of construction thereof | 14172715 | 2/4/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
735. | Electrode core material for spark plugs | 14173451 | 2/5/2014 | 9083156 | 7/14/2015 | Granted | Federal-Mogul Ignition Company | |||||||
736. | Cylinder head gasket with compression control features | 14179934 | 2/13/2014 | 9243584 | 1/26/2016 | Granted | Federal-Mogul LLC | |||||||
737. | Cylinder head gasket for high load and motion applications | 14179961 | 2/13/2014 | Pending | Federal-Mogul LLC |
47
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
738. | Method of capacitive discharge welding firing tip to spark plug electrode | 14180745 | 2/14/2014 | 9130357 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
739. | Main seal for a heavy-duty vehicle wheel end assembly | 14190199 | 2/26/2014 | Pending |
Federal-Mogul LLC
and Hendrickson USA L.L.C. |
|||||||||
740. | Method of manufacturing spark plug electrode material | 14193914 | 2/28/2014 | 9130358 | 9/8/2015 | Granted | Federal-Mogul Ignition Company | |||||||
741. | Heat-shrunk textile sleeve with extended electro-functional yarn and method of construction thereof | 14198288 | 3/5/2014 | 9290876 | 3/22/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
742. | Spark plug having multi-layer sparking component attached to ground electrode | 14201335 | 3/7/2014 | 9368943 | 6/14/2016 | Granted | Federal-Mogul Ignition Company | |||||||
743. | Wrappable textile sleeve with extendable electro-functional yarn leads and method of construction thereof | 14203162 | 3/10/2014 | 9127381 | 9/8/2015 | Granted | Federal-Mogul Powertrain LLC | |||||||
744. | Spark plug with laser keyhole weld attaching ground electrode to shell | 14204281 | 3/11/2014 | 9048635 | 6/2/2015 | Granted | Federal-Mogul Ignition Company | |||||||
745. | Wrappable textile sleeve having supplemental lace closure and method of construction thereof | 14204294 | 3/11/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
746. | Spark plug and method of manufacturing the same | 14206121 | 3/12/2014 | 8937427 | 1/20/2015 | Granted | Federal-Mogul Ignition Company | |||||||
747. | Wear resistant piston ring coating | 14208135 | 3/13/2014 | Pending | Federal-Mogul LLC | |||||||||
748. | Piston and method of construction thereof | 14209201 | 3/13/2014 | 9212621 | 12/15/2015 | Granted | Federal-Mogul LLC | |||||||
749. | Warp knit wrappable sleeve with extendable electro-functional yarns and method of construction thereof | 14209340 | 3/13/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
750. | Self-wrappable eptfe textile sleeve and method of construction thereof | 14209563 | 3/13/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
751. | Vehicle brake lighting | 14210636 | 3/14/2014 | Pending | Federal-Mogul LLC | |||||||||
752. | High voltage connection sealing method for corona ignition coil | 14215375 | 3/17/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
753. | Wear protection features for corona igniter | 14215540 | 3/17/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
754. | Engine spacer plate gasket | 14215796 | 3/17/2014 | 9441574 | 9/13/2016 | Granted | Federal-Mogul LLC | |||||||
755. | Method for drying seal materials for ignition devices | 14216094 | 3/17/2014 | Pending | Federal-Mogul Ignition Company |
48
49
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
778. | Steel piston with cooling gallery and method of construction thereof | 14459929 | 8/14/2014 | Pending | Federal-Mogul LLC | |||||||||
779. | Multi-layer gasket assembly | 14462836 | 8/19/2014 | Pending | Federal-Mogul LLC | |||||||||
780. | Multi-layer gasket assembly | 14464161 | 8/20/2014 | Pending | Federal-Mogul LLC | |||||||||
781. | Wrappable multi-layer heat shield | 14468858 | 8/26/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
782. | Protective textile sleeve with hot melt fixation, end fray prevention layer and methods of construction and application thereof | 14468997 | 8/26/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
783. | Hybrid induction welding process applied to piston manufacturing | 14470200 | 8/27/2014 | Pending | Federal-Mogul LLC | |||||||||
784. | Double welded steel piston with full skirt | 14471069 | 8/28/2014 | Pending | Federal-Mogul LLC | |||||||||
785. | Coatingless cylinder head gasket | 14482230 | 9/10/2014 | 9127621 | 9/8/2015 | Granted | Federal-Mogul LLC | |||||||
786. | High surface area fiber and method of construction thereof | 14484369 | 9/12/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
787. | Gasket assembly with improved locating and retention pin and method of construction thereof | 14484680 | 9/12/2014 | Pending | Federal-Mogul Motorparts LLC | |||||||||
788. | Powder metal ultrasonic welding tool and method of manufacture thereof | 14484812 | 9/12/2014 | 9302323 | 4/5/2016 | Granted | Federal-Mogul LLC | |||||||
789. | Optical coupler for vehicle lighting systems | 14485078 | 9/12/2014 | 9340151 | 5/17/2016 | Granted | Federal-Mogul LLC | |||||||
790. | Hot gasket with stainless steel | 14486145 | 9/15/2014 | 9175637 | 11/3/2015 | Granted | Federal-Mogul LLC | |||||||
791. | Pinless piston with gallery | 14487498 | 9/16/2014 | 9303584 | 4/5/2016 | Granted | Federal-Mogul LLC | |||||||
792. | Waveguide for controlled light distribution | 14495867 | 9/24/2014 | Pending | Federal-Mogul LLC | |||||||||
793. | Spark plug having improved ground electrode orientation and method of forming | 14518166 | 10/20/2014 | 9236713 | 1/12/2016 | Granted | Federal-Mogul LLC | |||||||
794. | Ceramic electrode including a perovskite or spinel structure for an ignition device and method of manufacturing | 14526862 | 10/29/2014 | 9231381 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
795. | Rear windscreen wiper device | 14534820 | 11/6/2014 | Pending | Federal-Mogul Motorparts LLC | |||||||||
796. | Windscreen wiper device | 14535073 | 11/6/2014 | Pending | Federal-Mogul Motorparts LLC | |||||||||
797. | Monolithic, galleryless piston and method of construction thereof | 14535839 | 11/7/2014 | Pending | Federal-Mogul LLC | |||||||||
798. | Igniter assembly including arcing reduction features | 14540861 | 11/13/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
799. | Spiral wrapped nonwoven sleeve and method of construction thereof | 14550621 | 11/21/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
800. | Ball joint assembly | 14559233 | 12/3/2014 | 9291195 | 3/22/2016 | Granted | Federal-Mogul Motorparts LLC |
50
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
801. | Flexible, abrasion resistant textile sleeve and method of construction thereof | 14559832 | 12/3/2014 | 9404204 | 8/2/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
802. | Tubular protective sleeve with curl resistant knit ends and method of construction thereof | 14563786 | 12/8/2014 | Pending | Federal-Mogul Powertrain LLC | |||||||||
803. | Concurrent method for resonant frequency detection in corona ignition systems | 14568266 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
804. | Relay-mod method to drive corona ignition system | 14568330 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
805. | Non-invasive method for resonant frequency detection in corona ignition systems | 14568438 | 12/12/2014 | Pending | Federal-Mogul Ignition Company | |||||||||
806. | Windscreen wiper device | 14572101 | 12/16/2014 | Pending | Federal-Mogul Motorparts LLC | |||||||||
807. | Length adjuster and clamping mechanism for a steering mechanism | 14576472 | 12/19/2014 | 9227661 | 1/5/2016 | Granted | Federal-Mogul Motorparts LLC | |||||||
808. | Spark plug with ceramic electrode tip | 14577174 | 12/19/2014 | 9219351 | 12/22/2015 | Granted | Federal-Mogul Ignition Company | |||||||
809. | Ball joint assembly for a control arm | 14580572 | 12/23/2014 | 9327570 | 5/3/2016 | Granted | Federal-Mogul Motorparts LLC | |||||||
810. | Gasket component with half-stop and method of manufacturing | 14598547 | 1/16/2015 | Pending | Federal-Mogul LLC | |||||||||
811. | Piston with abradable coating to generate appropriate contact geometry on running surface | 14613603 | 2/4/2015 | Pending | Federal-Mogul LLC | |||||||||
812. | Non-contact labyrinth seal assembly and method of construction thereof | 14622809 | 2/13/2015 | 9291272 | 3/22/2016 | Granted |
Federal-Mogul LLC and The Timken Company |
|||||||
813. | Non-kinking wrapple knit sleeve and method of construction thereof | 14627462 | 2/20/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
814. | Cylinder head gasket | 14633946 | 2/27/2015 | 9528466 | 12/27/2016 | Granted | Federal-Mogul LLC | |||||||
815. | Braided textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 14634216 | 2/27/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
816. | One-piece piston featuring additive machining produced combustion bowl rim and cooling gallery | 14635348 | 3/2/2015 | Pending | Federal-Mogul LLC | |||||||||
817. | Flexible, abrasion resistant woven textile sleeve and method of construction thereof | 14636662 | 3/3/2015 | 9416469 | 8/16/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
818. | Ball joint assembly for a control arm | 14637707 | 3/4/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
819. | Knit emi shield and method of construction thereof | 14643638 | 3/10/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
820. | Double wall self-contained liner | 14661520 | 3/18/2015 | Pending | Federal-Mogul LLC |
51
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
821. | Static gasket with wire compression limiter | 14665178 | 3/23/2015 | Pending | Federal-Mogul LLC | |||||||||
822. | Windscreen wiper device | 14680602 | 4/7/2015 | Pending | Federal-Mogul LLC | |||||||||
823. | Design of zero oil cooled (zoc) piston incorporating heat pipe technology | 14682649 | 4/9/2015 | Pending | Federal-Mogul LLC | |||||||||
824. | Coated sliding element | 14693194 | 4/22/2015 | 9551419 | 1/24/2017 | Granted | Federal-Mogul LLC | |||||||
825. | Spark plug having firing pad | 14698339 | 4/28/2015 | 9231379 | 1/5/2016 | Granted | Federal-Mogul Ignition Company | |||||||
826. | Steel piston with filled gallery | 14700654 | 4/30/2015 | Pending | Federal-Mogul LLC | |||||||||
827. | Micro-perforated reflective textile sleeve and method of construction thereof | 14701875 | 5/1/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
828. | Gasket with a compression limiter | 14708922 | 5/11/2015 | Pending | Federal-Mogul LLC | |||||||||
829. | Electrode beam welded spark plugs for industrial electrodes | 14709004 | 5/11/2015 | Pending | Federal-Mogul Ignition Company | |||||||||
830. | Shrink fit ceramic center electrode | 14709094 | 5/11/2015 | 9502865 | 11/22/2016 | Granted | Federal-Mogul Ignition Company | |||||||
831. | Windscreen wiper device | 14710745 | 5/13/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
832. | Applying polymer coating connecting rod surfaces for reduced wear | 14710918 | 5/13/2015 | Pending | Federal-Mogul LLC | |||||||||
833. | Clutch piston assembly | 14717178 | 5/20/2015 | Pending | Federal-Mogul LLC | |||||||||
834. | Movable joint assembly | 14718715 | 5/21/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
835. | Low profile, wrappable elongate members spacer and method of maintaining elongate members in fixed, spaced relative relation | 14733031 | 6/8/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
836. | Disc brake pad for a vehicle | 14737885 | 6/12/2015 | Pending | Federal-Mogul Motorparts LLC | |||||||||
837. | High modulus wear resistant gray cast iron for piston ring applications | 14741678 | 6/17/2015 | 9316313 | 4/19/2016 | Granted | Federal-Mogul LLC | |||||||
838. | Elastomeric shaft seal formed without oven post curing | 14741737 | 6/17/2015 | Pending | Federal-Mogul LLC | |||||||||
839. | Power generator for piston instrumentation | 14743221 | 6/18/2015 | Pending | Federal-Mogul LLC | |||||||||
840. | Cylinder head gasket with compression limiter and full bead loading | 14746202 | 6/22/2015 | Pending | Federal-Mogul LLC | |||||||||
841. | Wrappable abrasion resistant, reflective thermal protective textile sleeve and method of construction thereof | 14801175 | 7/16/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
842. | Bi-material strip and a method of bonding strips of different materials together | 14805892 | 7/22/2015 | Pending | Federal-Mogul LLC | |||||||||
843. | Multi-layer gasket assembly | 14811150 | 7/28/2015 | Pending | Federal-Mogul LLC | |||||||||
844. | Reduced compression height piston and piston assembly therewith and methods of construction thereof | 14817385 | 8/4/2015 | Pending | Federal-Mogul LLC |
52
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
845. | Corona ignition device with improved seal | 14822073 | 8/10/2015 | Pending | Federal-Mogul Ignition Company | |||||||||
846. | Spark plug with improved seal | 14822159 | 8/10/2015 | 9407069 | 8/2/2016 | Granted | Federal-Mogul Ignition Company | |||||||
847. | Flexible battery cover with integral lid, method of construction thereof, and method of enclosing a battery therewith | 14833461 | 8/24/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
848. | Protection shield positioning assembly and positioning device therefore and method of use | 14847706 | 9/8/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
849. | Method for producing powder metal compositions for wear and temperature resistance applications and method of producing same | 14855883 | 9/16/2015 | Pending |
Federal-Mogul LLC and La Corporation De Lecole Polytechnique De Montreal |
|||||||||
850. | Textile sleeve with adhesive fixation layer and methods of construction and use thereof | 14863201 | 9/23/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
851. | Radial shaft seal, radial shaft seal assembly and method of installation | 14875990 | 10/6/2015 | Pending | Federal-Mogul LLC | |||||||||
852. | Engine with cylinder liner with bonding layer | 14922657 | 10/26/2015 | Pending | Federal-Mogul LLC | |||||||||
853. | Piston | 14928033 | 10/30/2015 | Pending | Federal-Mogul LLC | |||||||||
854. | Braided textile sleeve with self-sustaining expanded and contracted states and method of construction thereof | 14928107 | 10/30/2015 | Pending | Federal-Mogul Powertrain LLC | |||||||||
855. | Monolithic, galleryless piston and method of construction thereof | 14940416 | 11/13/2015 | Pending | Federal-Mogul LLC | |||||||||
856. | Nonwoven acoustic sleeve and method of construction thereof | 14952553 | 11/25/2015 | 9457739 | 10/4/2016 | Granted | Federal-Mogul Powertrain LLC | |||||||
857. | Complex-shaped piston oil galleries with piston crowns made by cast metal or powder metal processes | 14968415 | 12/14/2015 | Pending | Federal-Mogul LLC | |||||||||
858. | Multilayer static gasket, distance layer with improved stopper region therefor, and method of construction thereof | 14975263 | 12/18/2015 | Pending | Federal-Mogul LLC | |||||||||
859. | Piston with cooling gallery having enhanced oil inlet and method of construction thereof | 14975451 | 12/18/2015 | Pending | Federal-Mogul LLC | |||||||||
860. | Reduced compression height dual gallery piston, piston assembly therewith and methods of construction thereof | 14981319 | 12/28/2015 | Pending | Federal-Mogul LLC |
53
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
861. | Monolithic, galleryless piston and method of construction thereof | 14988885 | 1/6/2016 | Pending | Federal-Mogul LLC | |||||||||
862. | Low tension piston rings and method for manufacturing the same | 15002753 | 1/21/2016 | 9494233 | 11/15/2016 | Granted | Federal-Mogul LLC | |||||||
863. | Method and tooling for making an insulator for a condition sensing spark plug | 15005426 | 1/25/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
864. | Piston with cooling gallery cooling insert and method of construction thereof | 15011784 | 2/1/2016 | Pending | Federal-Mogul LLC | |||||||||
865. | Piston with sealed cooling gallery and method of construction thereof | 15011852 | 2/1/2016 | Pending | Federal-Mogul LLC | |||||||||
866. | Steel piston with counter-bore design | 15073988 | 3/18/2016 | Pending | Federal-Mogul LLC | |||||||||
867. | Robust, lightweight, low compression height piston and method of construction thereof | 15077168 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
868. | Corona suppression at materials interface through gluing of the components | 15077475 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
869. | Corona suppression at the high voltage joint through introduction of a semi-conductive sleeve between the central electrode and the dissimilar insulating materials | 15077615 | 3/22/2016 | Pending | Federal-Mogul LLC | |||||||||
870. | Protective sleeve with bonded wire filaments and methods of construction thereof | 15078341 | 3/23/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
871. | Complex-shaped forged piston oil galleries | 15078813 | 3/23/2016 | Pending | Federal-Mogul LLC | |||||||||
872. | Inter-event control strategy for corona ignition systems | 15095436 | 4/11/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
873. | Piston, method of construction, and piston body portions thereof | 15096377 | 4/12/2016 | Pending | Federal-Mogul LLC | |||||||||
874. | Flexible green nonwoven battery cover and method of construction thereof | 15096426 | 4/12/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
875. | Complex-shaped forged piston oil galleries | 15096498 | 4/12/2016 | Pending | Federal-Mogul LLC | |||||||||
876. | Method of cutting tubular members and apparatus therefor | 15096561 | 4/12/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
877. | Emi protective sleeve and method of construction thereof | 15130076 | 4/15/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
878. | Piston with complex shaped combustion bowl and cooling gallery and method of construction thereof | 15132924 | 4/19/2016 | Pending | Federal-Mogul LLC |
54
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
879. | Transparent, end-fray and emi resistant textile sleeve and method of construction thereof | 15176584 | 6/8/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
880. | Thermal sleeve with integral positioning member, assembly therewith and method of construction thereof | 15202132 | 7/5/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
881. | Thermal sleeve with positioning member, assembly therewith and method of construction thereof | 15224348 | 7/29/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
882. | Illumination assembly for a vehicle | 15224595 | 7/31/2016 | Pending | Federal-Mogul LLC | |||||||||
883. | Spark plug with improved seal | 15225216 | 8/1/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
884. | Corona ignition device with improved seal | 15225341 | 8/1/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
885. | Thermal sleeve with reflective positioning member, assembly therewith and method of construction thereof | 15227210 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
886. | Thermal sleeve with reflective positioning member, assembly therewith and method of construction thereof | 15227329 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
887. | Thermal sleeve with self-adjusting positioning member, assembly therewith and method protecting a temperature sensitive member therewith | 15227585 | 8/3/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
888. | Concentric knurl ball joint | 15238923 | 8/17/2016 | Pending | Federal-Mogul LLC | |||||||||
889. | Corona ignition device and assembly method | 15240502 | 8/18/2016 | Pending | Federal-Mogul LLC | |||||||||
890. | Corona ignition device with improved electrical performance | 15240652 | 8/18/2016 | Pending | Federal-Mogul LLC | |||||||||
891. | Engine spacer plate gasket | 15249745 | 8/29/2016 | Pending | Federal-Mogul LLC | |||||||||
892. | Wrapped textile sleeve with bonded closure mechanism and method of construction thereof | 15255661 | 9/2/2016 | Pending | Federal-Mogul Powertrain LLC | |||||||||
893. | Intra-even control strategy for corona ignition systems | 15286947 | 10/6/2016 | Pending | Federal-Mogul Ignition Company | |||||||||
894. | Windscreen wiper device | 15337303 | 10/28/2016 | Pending | Federal-Mogul LLC | |||||||||
895. | Front portion of a lamp module | 29199182 | 2/11/2004 | D543307 | 5/22/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
896. | Two-piece connector for flat blade | 29249129 | 9/22/2006 | D540243 | 4/10/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
897. | Package for a windshield wiper | 29249147 | 9/22/2006 | D552486 | 10/9/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
898. | Light | 29263730 | 7/28/2006 | D545982 | 7/3/2007 | Granted | Federal-Mogul World Wide LLC |
55
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
899. | Light | 29263731 | 7/28/2006 | D546484 | 7/10/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
900. | Light | 29263794 | 7/28/2006 | D544971 | 6/19/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
901. | Light | 29263875 | 7/31/2006 | D546485 | 7/10/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
902. | Light | 29263919 | 7/31/2006 | D545464 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
903. | Light | 29263920 | 7/31/2006 | D545465 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
904. | Light | 29263921 | 7/31/2006 | D545466 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
905. | Front portion of a lamp module | 29275123 | 12/14/2006 | D545486 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
906. | Front portion of a lamp module | 29275125 | 12/14/2006 | D545487 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
907. | Front portion of a lamp module | 29275126 | 12/14/2006 | D545488 | 6/26/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
908. | Light | 29279987 | 5/14/2007 | D557833 | 12/18/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
909. | Light | 29279990 | 5/14/2007 | D557834 | 12/18/2007 | Granted | Federal-Mogul World Wide LLC | |||||||
910. | Light | 29279996 | 5/14/2007 | D560302 | 1/22/2008 | Granted | Federal-Mogul World Wide LLC | |||||||
911. | Brake friction pad | 29282904 | 8/1/2007 | D596544 | 7/21/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
912. | Brake friction pad | 29282909 | 8/1/2007 | D589419 | 3/31/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
913. | Brake friction pad | 29282911 | 8/1/2007 | D588968 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
914. | Brake friction pad | 29282913 | 8/1/2007 | D588969 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
915. | Brake friction pad | 29282914 | 8/1/2007 | D596092 | 7/14/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
916. | Brake friction pad | 29282915 | 8/1/2007 | D596093 | 7/14/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
917. | Brake friction pad | 29282917 | 8/1/2007 | D590310 | 4/14/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
918. | Exterior surface configuration of a brake friction pad | 29282918 | 8/1/2007 | D588970 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
919. | Exterior surface configuration of a brake friction pad | 29282920 | 8/1/2007 | D588971 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
920. | Exterior surface configuration of a brake friction pad | 29282921 | 8/1/2007 | D588972 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
921. | Brake friction pad | 29282922 | 8/1/2007 | D588973 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
922. | Exterior surface configuration of a brake friction pad | 29282924 | 8/1/2007 | D588974 | 3/24/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
923. | Package design for multi-use container for small engine tune-up kit | 29284221 | 9/4/2007 | D600125 | 9/15/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
924. | Brake friction pad | 29332273 | 2/12/2009 | D597900 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
925. | Brake friction pad | 29332349 | 2/13/2009 | D597901 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
926. | Brake friction pad | 29332352 | 2/13/2009 | D597902 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
927. | Brake friction pad | 29332354 | 2/13/2009 | D598342 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
928. | Brake friction pad | 29332359 | 2/13/2009 | D597903 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC |
56
No. |
Title |
App. No. |
App. Date |
Patent No. |
Issue Date |
Status |
Owner |
|||||||
929. | Brake friction pad | 29332361 | 2/13/2009 | D597904 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
930. | Brake friction pad | 29332363 | 2/13/2009 | D599723 | 9/8/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
931. | Brake friction pad | 29332365 | 2/13/2009 | D598343 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
932. | Brake friction pad | 29332367 | 2/13/2009 | D598344 | 8/18/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
933. | Brake friction pad | 29332368 | 2/13/2009 | D597905 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
934. | Brake friction pad | 29332369 | 2/13/2009 | D597906 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
935. | Brake friction pad | 29332370 | 2/13/2009 | D597907 | 8/11/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
936. | Brake friction pad | 29336118 | 4/29/2009 | D602824 | 10/27/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
937. | Brake friction pad | 29336142 | 4/29/2009 | D602825 | 10/27/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
938. | Brake friction pad | 29336147 | 4/29/2009 | D603768 | 11/10/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
939. | Brake friction pad | 29336172 | 4/29/2009 | D608704 | 1/26/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
940. | Brake friction pad | 29336246 | 4/30/2009 | D602826 | 10/27/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
941. | Brake friction pad | 29336247 | 4/30/2009 | D604213 | 11/17/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
942. | Brake friction pad | 29336248 | 4/30/2009 | D602827 | 10/27/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
943. | Brake friction pad | 29336252 | 4/30/2009 | D603769 | 11/10/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
944. | Brake friction pad | 29336253 | 4/30/2009 | D603770 | 11/10/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
945. | Brake friction pad | 29336256 | 4/30/2009 | D604214 | 11/17/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
946. | Brake friction pad | 29336264 | 4/30/2009 | D603771 | 11/10/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
947. | Brake friction pad | 29336271 | 4/30/2009 | D604215 | 11/17/2009 | Granted | Federal-Mogul World Wide LLC | |||||||
948. | Brake friction pad | 29339403 | 6/30/2009 | D608705 | 1/26/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
949. | Brake friction pad | 29341096 | 7/30/2009 | D612780 | 3/30/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
950. | Brake friction pad | 29341136 | 7/31/2009 | D608707 | 1/26/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
951. | Brake friction pad | 29341142 | 7/31/2009 | D610508 | 2/23/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
952. | Brake friction pad | 29341483 | 8/6/2009 | D610509 | 2/23/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
953. | Brake friction pad | 29341489 | 8/6/2009 | D608708 | 1/26/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
954. | Brake friction pad | 29341493 | 8/6/2009 | D610510 | 2/23/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
955. | Brake friction pad | 29343849 | 9/21/2009 | D614551 | 4/27/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
956. | Brake friction pad | 29343876 | 9/21/2009 | D614552 | 4/27/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
957. | Brake friction pad | 29343963 | 9/22/2009 | D614553 | 4/27/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
958. | Brake friction pad | 29343977 | 9/22/2009 | D617241 | 6/8/2010 | Granted | Federal-Mogul World Wide LLC | |||||||
959. | Piston lower crown | 29346124 | 10/27/2009 | D645883 | 9/27/2011 | Granted | Federal-Mogul LLC | |||||||
960. | Brake friction pad | 29350449 | 11/17/2009 | D615010 | 5/4/2010 | Granted | Federal-Mogul World Wide LLC |
57
U.S. TRADEMARKS
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
1. | 7733 PT-2 |
77128097 3/12/2007 |
3719004 12/1/2009 |
Registered | Federal-Mogul LLC | |||||
2. | BLUE STRIPE |
73519877 1/30/1985 |
1359210 9/10/1985 |
Registered | Federal-Mogul LLC | |||||
3. | CORK-LAM |
73316263 6/25/1981 |
1226653 2/8/1983 |
Registered | Federal-Mogul LLC | |||||
4. |
Design Only
|
86588222 4/6/2015 |
5148795 2/28/2017 |
Registered | Federal-Mogul LLC | |||||
5. |
Design Only
|
86042507 8/20/2013 |
4622290 10/14/2014 |
Registered | Federal-Mogul LLC |
58
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
6. |
Design Only
|
86931680 3/7/2016 |
5059241 10/11/2016 |
Registered | Federal-Mogul LLC | |||||
7. |
Design Only
|
76296057 8/6/2001 |
2639001 10/22/2002 |
Registered | Federal-Mogul LLC | |||||
8. |
Design only
|
74343728 12/28/1992 |
1802103 11/2/1993 |
Registered | Federal-Mogul LLC | |||||
9. |
Design only
|
74106199 10/15/1990 |
1668425 12/17/1991 |
Registered | Federal-Mogul LLC | |||||
10. |
Design Only
|
74712390 8/7/1995 |
2048683 4/1/1997 |
Registered | Federal-Mogul LLC |
59
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
11. |
Design Only
|
73394275 9/29/1982 |
1275173 4/24/1984 |
Registered | Federal-Mogul LLC | |||||
12. |
Design only
|
73303252 3/30/1981 |
1188412 2/2/1982 |
Registered | Federal-Mogul LLC | |||||
13. |
Design Only
|
73686639 9/28/1987 |
1489241 5/24/1988 |
Registered | Federal-Mogul LLC | |||||
14. |
Design Only
|
73664730 6/4/1987 |
1624440 11/27/1990 |
Registered | Federal-Mogul LLC |
60
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
15. |
Design Only
|
71353816 7/12/1934 |
322520 3/12/1935 |
Registered | Federal-Mogul LLC | |||||
16. |
Design only
|
72227492 9/9/1965 |
829058 5/23/1967 |
Registered | Federal-Mogul LLC | |||||
17. | DUAL GALLERY MONOSTEEL |
85629659 5/18/2012 |
5095636 12/6/2016 |
Registered | Federal-Mogul LLC | |||||
18. | DUAL STEEL MONOSTEEL |
85587910 4/3/2012 |
5095633 12/6/2016 |
Registered | Federal-Mogul LLC | |||||
19. | DYNAMIC EDGE |
85245403 2/17/2011 |
4222601 10/9/2012 |
Registered | Federal-Mogul LLC | |||||
20. | ENGINE EXPRESS |
86586761 4/3/2015 |
5107412 12/27/2016 |
Registered | Federal-Mogul LLC | |||||
21. | ENGINE EXPRESS |
76977075 9/23/2002 |
2932642 3/15/2005 |
Registered | Federal-Mogul LLC |
61
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
22. | ENGINE EXPRESS |
76452386 9/2/2002 |
2937054 3/29/2005 |
Registered | Federal-Mogul LLC | |||||
23. |
ENGINE SEAL GASKETS
|
75035168 12/21/1995 |
2066498 6/3/1997 |
Registered | Federal-Mogul LLC | |||||
24. |
ENGINE$AVER
|
74185526 7/16/1991 |
1812690 12/21/1993 |
Registered | Federal-Mogul LLC | |||||
25. | ENVIROKOOL MONOSTEEL PISTON |
85899213 4/9/2013 |
5100605 12/12/2016 |
Registered | Federal-Mogul LLC | |||||
26. | FEDERAL MOGUL |
74341643 12/21/1992 |
1799352 10/9/1993 |
Registered | Federal-Mogul LLC | |||||
27. | FEDERAL MOGUL |
74098870 9/20/1990 |
1672542 1/21/1992 |
Registered | Federal-Mogul LLC | |||||
28. | FEDERAL MOGUL |
74095881 9/10/1990 |
1658813 10/1/1991 |
Registered | Federal-Mogul LLC | |||||
29. | FELCOID |
78376115 3/1/2004 |
3677825 9/1/2009 |
Registered | Federal-Mogul LLC | |||||
30. | FEL-COPRENE |
72100357 7/6/1960 |
711858 2/28/1961 |
Registered | Federal-Mogul LLC | |||||
31. | FEL-PRO |
73069632 11/20/1975 |
1045920 8/10/1976 |
Registered | Federal-Mogul Motorparts LLC | |||||
62
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
32. | FEL-RAMIC |
73275576 8/25/1980 |
1175148 10/27/1981 |
Registered | Federal-Mogul LLC | |||||
33. | FIT |
73696037 11/17/1987 |
1495770 7/12/1988 |
Registered | Federal-Mogul LLC | |||||
34. | FLAT-INSTALL |
78401821 4/14/2004 |
3730009 12/22/2009 |
Registered | Federal-Mogul LLC | |||||
35. | FM |
72309856 10/17/1968 |
0881149 11/25/1969 |
Registered | Federal-Mogul LLC | |||||
36. | FM |
72309857 10/17/1968 |
0882450 12/16/1969 |
Registered | Federal-Mogul LLC | |||||
37. | FP DIESEL |
76402993 5/2/2002 |
2773161 10/14/2003 |
Registered | Federal-Mogul LLC | |||||
38. |
FP DIESEL
|
76295630 8/6/2001 |
2656064 12/3/2002 |
Registered | Federal-Mogul LLC | |||||
39. | HEADSAVER |
73821460 8/25/1989 |
1629815 1/1/1991 |
Registered | Federal-Mogul LLC | |||||
40. | HIW |
85878613 3/18/2013 |
5100589 12/13/2016 |
Registered | Federal-Mogul LLC | |||||
41. | KARROPAK TAN FIBRE |
71591472 1/26/1950 |
0546878 8/21/1951 |
Registered | Federal-Mogul LLC |
63
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
42. | LOCWIRE |
74412882 7/15/1993 |
1939121 12/5/1995 |
Registered | Federal-Mogul LLC | |||||
43. |
MCCORD
|
73730946 5/26/1988 |
1681194 3/31/1992 |
Registered | Federal-Mogul LLC | |||||
44. | MCCORD |
71547745 1/22/1948 |
508805 4/19/1949 |
Registered | Federal-Mogul LLC | |||||
45. | MONOSTEEL |
76276888 6/26/2001 |
2759729 9/2/2003 |
Registered | Federal-Mogul LLC | |||||
46. | MOTOR CITY |
76291325 7/26/2001 |
2603202 7/30/2002 |
Registered | Federal-Mogul LLC | |||||
47. | NATIONAL |
78315818 10/20/2003 |
3732779 12/29/2009 |
Registered | Federal-Mogul LLC | |||||
48. | NATIONAL |
74340566 12/16/1992 |
1797828 10/12/1993 |
Registered | Federal-Mogul LLC | |||||
49. |
NATIONAL
|
72039798 10/30/1957 |
0667747 9/30/1958 |
Registered | Federal-Mogul LLC | |||||
50. | NATIONAL |
72039797 10/30/1957 |
0668050 10/7/1958 |
Registered | Federal-Mogul LLC | |||||
51. | PERMA-DRY |
74154617 4/8/1991 |
1677628 3/3/1992 |
Registered | Federal-Mogul LLC | |||||
52. | PERMADRYPLUS |
75200034 11/19/1996 |
2116083 11/25/1997 |
Registered | Federal-Mogul LLC |
64
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
53. | PERMATORQUE |
73039310 12/11/1974 |
1018835 8/26/1975 |
Registered | Federal-Mogul LLC | |||||
54. | POWERFORGED |
72048370 3/24/1958 |
0702403 3/24/1958 |
Registered | Federal-Mogul LLC | |||||
55. | PRINTOSEAL |
72413623 1/24/1972 |
960897 6/12/1973 |
Registered | Federal-Mogul LLC | |||||
56. | PRO-RAMIC |
74204486 9/17/1991 |
1703285 7/28/1992 |
Registered | Federal-Mogul LLC | |||||
57. | REDI |
85488541 12/6/2011 |
4667903 1/6/2015 |
Registered | Federal-Mogul LLC | |||||
58. | REDI-SEAL |
74321488 10/13/1992 |
1778943 6/29/1993 |
Registered | Federal-Mogul LLC | |||||
59. | SEALED POWER |
76402994 5/2/2002 |
2774754 10/21/2003 |
Registered | Federal-Mogul LLC | |||||
60. | SEALED POWER |
76402989 5/2/2002 |
2773160 10/14/2003 |
Registered | Federal-Mogul LLC | |||||
61. |
SEALED POWER
|
76295803 8/6/2001 |
2648895 11/12/2002 |
Registered | Federal-Mogul LLC | |||||
62. | SEALED POWER |
73110637 12/23/1976 |
1074888 10/11/1977 |
Registered | Federal-Mogul LLC | |||||
63. | SEALED POWER |
71336885 4/17/1933 |
306126 9/5/1933 |
Registered | Federal-Mogul LLC |
65
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
64. | SEALED POWER |
71323714 2/1/1932 |
303861 6/13/1933 |
Registered | Federal-Mogul LLC | |||||
65. | SLEEVE N SEAL |
73192204 11/6/1978 |
1129263 1/15/1980 |
Registered | Federal-Mogul LLC | |||||
66. | SNAP-UPS |
78376255 3/1/2004 |
3019814 11/29/2005 |
Registered | Federal-Mogul LLC | |||||
67. | SPEED PRO |
76405989 5/10/2002 |
2835887 4/27/2004 |
Registered | Federal-Mogul LLC | |||||
68. | SPEED PRO |
76403149 5/2/2002 |
2826957 3/30/2004 |
Registered | Federal-Mogul LLC | |||||
69. |
SPEED PRO
|
76296056 8/6/2001 |
2639000 10/22/2002 |
Registered | Federal-Mogul LLC | |||||
70. | SPEED PRO |
72392809 5/21/1971 |
0956450 4/3/1973 |
Registered | Federal-Mogul LLC | |||||
71. | UNIPISTON |
74038678 3/15/1990 |
1654276 8/20/1991 |
Registered | Federal-Mogul LLC | |||||
72. | WHERE SEALING IS A SCIENCE |
73165724 4/10/1978 |
1126073 10/16/1979 |
Registered | Federal-Mogul LLC | |||||
73. | 21 |
71411141 9/30/1938 |
0365051 2/21/1939 |
Registered | Federal-Mogul Motorparts LLC | |||||
74. | ABEX |
71436369 9/26/1940 |
384700 1/28/1941 |
Registered | Federal-Mogul Motorparts LLC |
66
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
75. | ACCELERATING BRAKE TECHNOLOGY 1 |
85164384 10/29/2010 |
4028012 9/20/2011 |
Registered | Federal-Mogul Products, Inc. | |||||
76. | BRITELITE |
85343726 6/10/2011 |
4192960 8/21/2012 |
Registered | Federal-Mogul Motorparts LLC | |||||
77. | CARGO COIL |
73194577 11/27/1978 |
1146635 2/3/1981 |
Registered | Federal-Mogul Motorparts LLC | |||||
78. | CERAMIC NXT |
85455658 10/25/2011 |
4437025 11/19/2013 |
Registered | Federal-Mogul Motorparts LLC | |||||
79. | CONTROL COIL |
74310527 9/3/1992 |
1813616 12/28/1993 |
Registered | Federal-Mogul Motorparts LLC | |||||
80. |
Design Only
|
71411142 9/30/1938 |
365052 2/21/1939 |
Registered | Federal-Mogul Motorparts LLC | |||||
81. | ECO-FRICTION |
85472619 11/15/2011 |
4589114 8/19/2014 |
Registered | Federal-Mogul Motorparts LLC | |||||
82. | K8695T |
77128122 3/12/2007 |
3731804 12/29/2009 |
Registered | Federal-Mogul Motorparts LLC | |||||
83. | LOCKHEED |
72195028 6/5/1964 |
841913 1/9/1968 |
Registered | Federal-Mogul Motorparts LLC | |||||
84. | LOCKHEED |
71277040 12/21/1928 |
258572 7/9/1929 |
Registered | Federal-Mogul Motorparts LLC |
1 |
To be abandoned. |
67
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
85. | LOCKHEED |
71270593 8/4/1928 |
253474 2/26/1929 |
Registered | Federal-Mogul Motorparts LLC | |||||
86. | MOOG |
85878553 3/18/2013 |
4528066 5/13/2014 |
Registered | Federal-Mogul Motorparts LLC | |||||
87. | MOOG |
85433156 9/27/2011 |
4448240 12/10/2013 |
Registered | Federal-Mogul Motorparts LLC | |||||
88. | MOOG |
72429121 7/3/1972 |
988779 7/23/1974 |
Registered | Federal-Mogul Motorparts LLC | |||||
89. | MOOG |
71531045 8/11/1947 |
0511779 7/5/1949 |
Registered | Federal-Mogul Motorparts LLC | |||||
90. |
MOOG CHASSIS PARTS
|
78249660 5/14/2003 |
2912760 12/21/2004 |
Registered | Federal-Mogul Motorparts LLC | |||||
91. | MOOG CHASSIS PARTS |
75396877 11/26/1997 |
2742167 7/29/2003 |
Registered | Federal-Mogul Motorparts LLC | |||||
92. | NIGHTDEFENSE |
85503584 12/24/2011 |
4426069 10/29/2013 |
Registered | Federal-Mogul Motorparts LLC | |||||
93. | NOTCHBLOK |
74608497 12/8/1994 |
2009020 10/15/1996 |
Registered | Federal-Mogul Motorparts LLC | |||||
94. | OE POST-CURED 2 |
85936822 5/20/2013 |
4660398 12/23/2014 |
Registered | Federal-Mogul Products, Inc. | |||||
2 |
To be abandoned. |
68
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
95. | QUICKSTOP |
75919070 2/15/2000 |
2500997 10/23/2001 |
Registered | Federal-Mogul Motorparts LLC | |||||
96. | R-SERIES |
86192026 2/2/2014 |
4644031 11/25/2014 |
Registered | Federal-Mogul Motorparts LLC | |||||
97. | SUPER STRENGTH |
78207035 1/24/2003 |
2877129 8/24/2004 |
Registered | Federal-Mogul Motorparts LLC | |||||
98. | THE PROBLEM SOLVER |
85503583 12/24/2011 |
4543905 6/3/2014 |
Registered | Federal-Mogul Motorparts LLC | |||||
99. | THE STOP BOX |
72462278 7/5/1973 |
1006563 3/11/1975 |
Registered | Federal-Mogul Motorparts LLC | |||||
100. | TQ |
78300637 9/15/2003 |
2968582 7/12/2005 |
Registered | Federal-Mogul Motorparts LLC | |||||
101. | TREAD SAVER 3 |
75383209 11/3/1997 |
2222553 2/9/1999 |
Registered | Federal-Mogul Products, Inc. | |||||
102. | TREAD SAVER 4 |
75380444 10/28/1997 |
2222541 2/9/1999 |
Registered | Federal-Mogul Products, Inc. | |||||
103. | TRUVIEW |
78190079 12/2/2002 |
3382667 2/12/2008 |
Registered | Federal-Mogul Motorparts LLC |
3 |
To be abandoned. |
4 |
To be abandoned. |
69
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
104. | TUFF COIL |
74308676 8/28/1992 |
1813615 12/28/1993 |
Registered | Federal-Mogul Motorparts LLC | |||||
105. | WAGNER |
86127120 11/22/2013 |
4724732 4/21/2015 |
Registered | Federal-Mogul Motorparts LLC | |||||
106. | WAGNER |
75361950 9/23/1997 |
2216139 1/5/1999 |
Registered | Federal-Mogul Motorparts LLC | |||||
107. | WAGNER BRAKE PRODUCTS 5 |
75398695 12/2/1997 |
2327682 3/14/2000 |
Registered | Federal-Mogul Products, Inc. | |||||
108. |
WAGNER LOCKHEED
|
72058967 9/15/1958 |
0699638 6/21/1960 |
Registered | Federal-Mogul Motorparts LLC | |||||
109. |
WAGNER OE21 LOW COPPER
|
85920236 5/1/2013 |
4679458 1/27/2015 |
Registered | Federal-Mogul Motorparts LLC | |||||
110. | E-SHIELD |
86197655 2/19/2014 |
5003787 7/19/2016 |
Registered | Federal-Mogul Motorparts LLC | |||||
111. | FEL-PRO |
73094657 7/26/1976 |
1066518 5/31/1977 |
Registered | Federal-Mogul Motorparts LLC | |||||
5 |
To be abandoned. |
70
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
112. | FEL-PRO |
72405340 10/18/1971 |
0951367 1/23/1973 |
Registered | Federal-Mogul Motorparts LLC | |||||
113. |
ONE SOURCE WORLDWIDE PRODUCT SUPPLY 6
|
77132025 3/15/2007 |
3731805 12/29/2009 |
Registered | Federal-Mogul Motorparts LLC | |||||
114. | ONESOURCE 7 |
77063666 12/13/2006 |
3576716 2/17/2009 |
Registered | Federal-Mogul Motorparts LLC | |||||
115. |
ONESOURCE WORLDWIDE PRODUCT SUPPLY 8
|
77261445 8/22/2007 |
3632185 6/2/2009 |
Registered | Federal-Mogul Motorparts LLC | |||||
116. |
PPV POLICE PURSUIT VEHICLE
|
86658648 6/10/2015 |
5033368 8/30/2016 |
Registered | Federal-Mogul Motorparts LLC | |||||
117. | QUICKSTEER |
86524299 2/4/2015 |
5041998 9/13/2016 |
Registered | Federal-Mogul Motorparts LLC |
6 |
To be abandoned. |
7 |
To be abandoned. |
8 |
To be abandoned. |
71
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
118. | QUICKSTEERQUICKSTEER |
86399926 9/19/2014 |
4967164 5/31/2016 |
Registered | Federal-Mogul Motorparts LLC | |||||
119. | SMARTAUTHENTICATION |
86627696 5/13/2015 |
5075281 11/1/2016 |
Registered | Federal-Mogul Motorparts LLC | |||||
120. | THERMO QUIET |
76271659 6/14/2001 |
2569946 5/14/2002 |
Registered | Federal-Mogul Motorparts LLC | |||||
121. |
WAGNER
|
87321793 2/2/2017 |
| Pending | Federal-Mogul Motorparts LLC | |||||
122. | MCQUAY-NORRIS |
73822193 8/28/1989 |
1689020 3/31/1992 |
Registered | Federal-Mogul Chassis LLC | |||||
123. |
NAPD
|
74125753 12/24/1990 |
1717891 9/22/1992 |
Registered | Federal-Mogul Chassis LLC | |||||
124. | PROFESSIONAL GRADE CHASSIS |
75848508 11/15/1999 |
2489600 9/11/2001 |
Registered | Federal-Mogul Chassis LLC | |||||
125. | BECK/ARNLEY |
76490112 2/20/2003 |
2873519 8/17/2004 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts LLC |
|||||
126. | BECK/ARNLEY |
86321536 6/26/2014 |
4688142 2/17/2015 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts LLC |
|||||
127. | STOCKWORKS |
75564730 10/5/1998 |
2285468 10/12/1999 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts LLC |
|||||
128. | SILVER SUPREME |
75564729 10/5/1998 |
2367669 7/18/2000 |
Registered |
BECK ARNLEY HOLDINGS LLC c/o Federal-Mogul Motorparts LLC |
72
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
129. | BEN-HAR |
77471786 5/12/2008 |
3553672 12/30/2008 |
Registered | Federal-Mogul Powertrain LLC | |||||
130. | BENTLEYHARRIS |
73740474 7/18/1988 |
1574969 1/2/1990 |
Registered | Federal-Mogul Powertrain LLC | |||||
131. | CLEVAFLEX |
72226418 8/25/1965 |
810783 7/5/1966 |
Registered | Federal-Mogul Powertrain LLC | |||||
132. | CONVOSHIELD |
78045671 1/30/2001 |
2594407 7/16/2002 |
Registered | Federal-Mogul Powertrain LLC | |||||
133. | CRUSHSHIELD |
85390675 8/5/2011 |
4859938 11/24/2015 |
Registered | Federal-Mogul Powertrain LLC | |||||
134. | EXPANDO |
72465327 8/10/1973 |
1008111 4/1/1975 |
Registered | Federal-Mogul Powertrain LLC | |||||
135. | FLATWRAP |
78200708 1/7/2003 |
3249911 6/5/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
136. | FLATWRAP |
78200708 1/7/2003 |
3249911 6/5/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
137. | FLEXFIT |
73740472 7/18/1988 |
1584674 2/27/1990 |
Registered | Federal-Mogul Powertrain LLC | |||||
138. | FLEXGUARD |
74626794 1/30/1995 |
1971079 4/30/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
139. | FLEXWRAP |
73781319 2/17/1989 |
1569716 12/5/1989 |
Registered | Federal-Mogul Powertrain LLC | |||||
140. | FYREJACKET |
74351642 1/25/1993 |
1794989 9/28/1993 |
Registered | Federal-Mogul Powertrain LLC | |||||
141. | FYRETAPE |
74351747 1/25/1993 |
1817924 1/25/1994 |
Registered | Federal-Mogul Powertrain LLC |
73
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
142. | HARNASLEEVE |
86294726 5/29/2014 |
4916481 3/15/2016 |
Registered | Federal-Mogul Powertrain LLC | |||||
143. | HARNASLEEVE |
77217975 6/28/2007 |
3443174 6/3/2008 |
Registered | Federal-Mogul Powertrain LLC | |||||
144. | NYLOGARD |
78418139 5/13/2004 |
3044815 1/17/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
145. | PROGARD |
78515314 11/11/2004 |
3041084 1/10/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
146. | PROGARD |
78045814 1/31/2001 |
2502225 10/30/2001 |
Registered | Federal-Mogul Powertrain LLC | |||||
147. | PROTEXX-SHIELD |
85503582 12/24/2011 |
4511220 4/8/2014 |
Registered | Federal-Mogul Powertrain LLC | |||||
148. | PYRO-CLIP |
73643721 2/9/1987 |
1459135 9/29/1987 |
Registered | Federal-Mogul Powertrain LLC | |||||
149. | QUIETSHIELD |
78485258 9/17/2004 |
3230693 4/17/2007 |
Registered | Federal-Mogul Powertrain LLC | |||||
150. | QUIETSLEEVE |
87082122 6/23/2016 |
5145502 2/21/2017 |
Registered | Federal-Mogul Powertrain LLC | |||||
151. | QUIETSLEEVE |
74709712 8/1/1995 |
1985657 7//9/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
152. | REFLECTSHIELD |
78518338 11/17/2004 |
3082028 4/18/2006 |
Registered | Federal-Mogul Powertrain LLC | |||||
153. | REFLECTSLEEVE |
75593587 11/23/1998 |
2325842 3/7/2000 |
Registered | Federal-Mogul Powertrain LLC |
74
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
154. | REFLECTSNAP |
75657553 3/10/1999 |
2321648 2/22/2000 |
Registered | Federal-Mogul Powertrain LLC | |||||
155. | REFLECTUBE |
75492348 5/28/1998 |
2404610 11/14/2000 |
Registered | Federal-Mogul Powertrain LLC | |||||
156. | REFLECTWRAP |
75130220 7/5/1996 |
2181161 8/11/1998 |
Registered | Federal-Mogul Powertrain LLC | |||||
157. | ROUNDIT |
74460981 11/22/1993 |
1932121 10/31/1995 |
Registered | Federal-Mogul Powertrain LLC | |||||
158. | SLYK SLEEVE |
74709535 8/1/1995 |
1984201 7/2/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
159. | THERMFLEX |
74709536 8/1/1995 |
2026563 12/31/1996 |
Registered | Federal-Mogul Powertrain LLC | |||||
160. | THERM-L-GARD |
78882527 5/12/2006 |
3747863 2/9/2010 |
Registered | Federal-Mogul Powertrain LLC | |||||
161. | THERM-L-LITE |
75485699 5/15/1998 |
2380348 8/29/2000 |
Registered | Federal-Mogul Powertrain LLC | |||||
162. | THERMOCORD |
73298644 2/25/1981 |
1195191 5/11/1982 |
Registered | Federal-Mogul Powertrain LLC | |||||
163. | THERMOJACKET |
73414580 2/22/1983 |
1311077 12/25/1984 |
Registered | Federal-Mogul Powertrain LLC | |||||
164. | THERMOTAPE |
73414579 2/22/1983 |
1310031 12/18/1984 |
Registered | Federal-Mogul Powertrain LLC | |||||
165. | THERMOTAPE |
73298643 2/25/1981 |
1195190 5/11/1982 |
Registered | Federal-Mogul Powertrain LLC | |||||
166. | TWISTTUBE |
75264072 3/26/1997 |
2203594 11/17/1998 |
Registered | Federal-Mogul Powertrain LLC |
75
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
167. | ACCUFIT |
85461691 11/1/2011 |
4455555 12/24/2013 |
Registered | Federal-Mogul Ignition Company | |||||
168. | AEROVANTAGE |
76295026 8/6/2001 |
2748226 8/5/2003 |
Registered | Federal-Mogul Ignition Company | |||||
169. | AEROVANTAGE |
73782043 2/21/1989 |
1582452 2/13/1990 |
Registered | Federal-Mogul Ignition Company | |||||
170. | AEROVENT |
86038146 8/14/2013 |
4638163 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
171. | ANCO |
77880046 11/24/2009 |
3896224 12/28/2010 |
Registered | Federal-Mogul Ignition Company | |||||
172. |
ANCO
|
76333743 11/2/2001 |
2597999 7/23/2002 |
Registered | Federal-Mogul Ignition Company | |||||
173. | ANCO |
73071494 12/11/1975 |
1049939 10/12/1976 |
Registered | Federal-Mogul Ignition Company | |||||
174. | ANCO |
73071495 12/11/1975 |
1050069 10/12/1976 |
Registered | Federal-Mogul Ignition Company | |||||
175. | ANCO |
72330574 6/20/1969 |
886221 2/17/1970 |
Registered | Federal-Mogul Ignition Company | |||||
176. | ARTICULATED CONTACT |
86038179 8/14/2013 |
4902289 2/16/2016 |
Registered | Federal-Mogul Ignition Company | |||||
177. |
CHAMPION
|
85799648 12/11/2012 |
4379521 8/6/2013 |
Registered | Federal-Mogul Ignition Company |
76
Trademark/Image if any |
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178. | CHAMPION |
85799645 12/11/2012 |
4379520 8/6/2013 |
Registered | Federal-Mogul Ignition Company | |||||
179. |
CHAMPION
|
77981568 6/21/2007 |
3946020 4/12/2011 |
Registered | Federal-Mogul Ignition Company | |||||
180. |
CHAMPION 9
|
74626858 1/30/1995 |
1990846 8/6/1996 |
Registered | Federal-Mogul Ignition Company | |||||
181. | CHAMPION 10 |
74626856 1/30/1995 |
1990845 8/6/1996 |
Registered | Federal-Mogul Ignition Company | |||||
182. |
CHAMPION
|
73380887 8/20/1982 |
1245482 7/12/1983 |
Registered | Federal-Mogul Ignition Company |
9 |
To be abandoned. |
1 0 |
To be abandoned. |
77
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
183. |
CHAMPION
|
73733596 6/10/1988 |
1532801 4/4/1989 |
Registered | Federal-Mogul Ignition Company | |||||
184. |
CHAMPION
|
73733350 6/9/1988 |
1551606 8/15/1989 |
Registered | Federal-Mogul Ignition Company | |||||
185. | CHAMPION |
73732196 /2/1988 |
1551621 8/15/1989 |
Registered | Federal-Mogul Ignition Company | |||||
186. |
CHAMPION
|
72459954 6/11/1973 |
989525 7/30/1974 |
Registered | Federal-Mogul Ignition Company | |||||
187. | CHAMPION |
71070053 4/25/1913 |
092950 8/12/1913 |
Registered | Federal-Mogul Ignition Company | |||||
188. | CHAMPION |
71302316 6/11/1930 |
0280405 2/17/1931 |
Registered | Federal-Mogul Ignition Company |
78
Trademark/Image if any |
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Status |
Owner |
||||||
189. | CHAMPION |
71103012 4/16/1917 |
120950 3/19/1918 |
Registered | Federal-Mogul Ignition Company | |||||
190. |
CHAMPION
|
71103011 4/16/1917 |
0120167 1/15/1918 |
Registered | Federal-Mogul Ignition Company | |||||
191. |
CHAMPION BRIDGE 11
|
85332759 5/27/2011 |
4436915 11/19/2013 |
Registered | Federal-Mogul Ignition Company | |||||
192. | CHAMPION CONTACT |
77198108 6/5/2007 |
3609350 4/21/2009 |
Registered | Federal-Mogul Ignition Company | |||||
193. | CONTOUR |
78836372 3/14/2006 |
3277937 8/7/2007 |
Registered | Federal-Mogul Ignition Company | |||||
194. | COPPER PLUS |
73389890 9/27/1982 |
1255128 10/25/1983 |
Registered | Federal-Mogul Ignition Company | |||||
195. | Design Only |
86320505 6/25/2014 |
5137938 2/7/2017 |
Registered | Federal-Mogul Ignition Company | |||||
11 |
To be abandoned. |
79
Trademark/Image if any |
Application Number Application Date |
Registration Number Registration Date |
Status |
Owner |
||||||
196. |
Design Only
|
86320493 6/25/2014 |
4923504 3/22/2016 |
Registered | Federal-Mogul Ignition Company | |||||
197. |
Design Only
|
86038210 8/14/2013 |
4638165 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
198. |
Design Only
|
86038199 8/14/2013 |
4646188 11/25/2014 |
Registered | Federal-Mogul Ignition Company | |||||
199. |
Design Only
|
86038193 8/14/2013 |
4646187 11/25/2014 |
Registered | Federal-Mogul Ignition Company | |||||
200. | Design Only |
86038185 8/14/2013 |
4646185 11/25/2014 |
Registered | Federal-Mogul Ignition Company | |||||
80
Trademark/Image if any |
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Owner |
||||||
201. |
Design Only
|
86038163 8/14/2013 |
4638164 11/11/2014 |
Registered | Federal-Mogul Ignition Company | |||||
202. | DURA KLEAR |
76067345 6/9/2000 |
2473480 7/31/2001 |
Registered | Federal-Mogul Ignition Company | |||||
203. | EZ CLICK |
857996511149 12/11/2012 |
4372203 7/23/2013 |
Registered | Federal-Mogul Ignition Company | |||||
204. |
EZ CLICK I N S T A L L A T I O N
|
85799669 12/11/2012 |
4450175 12/17/2013 |
Registered | Federal-Mogul Ignition Company | |||||
205. | GEOCORE |
86320484 6/25/2014 |
4914537 3/8/2016 |
Registered | Federal-Mogul Ignition Company |
81
Trademark/Image if any |
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Status |
Owner |
||||||
206. | KWIK CONNECT |
76067338 6/9/2000 |
2545412 3/5/2002 |
Registered | Federal-Mogul Ignition Company | |||||
207. | PROFILE |
85158100 10/21/2010 |
4254448 12/4/2012 |
Registered | Federal-Mogul Ignition Company | |||||
208. | RAINY DAY |
78750004 11/9/2005 |
3162317 10/24/2006 |
Registered | Federal-Mogul Ignition Company | |||||
209. | THE CLEAREST CHOICE |
76272221 6/14/2001 |
2620693 9/17/2002 |
Registered | Federal-Mogul Ignition Company | |||||
210. | TRANSFORM |
85676726 7/13/2012 |
4429679 11/5/2013 |
Registered | Federal-Mogul Ignition Company | |||||
211. | VISTA |
85446881 10/13/2011 |
4511162 4/8/2014 |
Registered | Federal-Mogul Ignition Company | |||||
212. | WINTER DEFENSE |
85446875 10/13/2011 |
4329008 4/30/2013 |
Registered | Federal-Mogul Ignition Company | |||||
213. | WINTER EXTREME |
86260388 4/23/2014 |
4937328 4/12/2016 |
Registered | Federal-Mogul Ignition Company | |||||
214. | ZANXX |
73830077 10/10/1989 |
1594042 5/1/1990 |
Registered | Federal-Mogul Ignition Company | |||||
215. |
CHAMPION
|
77211861 6/21/2007 |
4415020 10/8/2013 |
Registered | Federal-Mogul World Wide LLC | |||||
216. | POWERSPORT |
75787400 8/30/1999 |
2383053 9/5/2000 |
Registered | Federal-Mogul World Wide LLC |
82
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Application Number Application Date |
Registration Number Registration Date |
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||||||
217. | HALOGENGOLD 12 |
74735099 9/5/1995 |
1999860 9/10/1996 |
Registered | Federal-Mogul World Wide LLC | |||||
218. |
AUBURN
|
73705747 1/15/1988 |
1547972 7/18/1989 |
Registered | Federal-Mogul World Wide LLC | |||||
219. | POWER PATH 13 |
73120910 3/30/1977 |
1079309 12/13/1977 |
Registered | Federal-Mogul World Wide LLC | |||||
220. | AUBURN |
73647973 3/5/1987 |
1500980 8/23/1988 |
Registered | Federal-Mogul World Wide LLC | |||||
221. |
INTERFIL |
76109058 8/14/2000 |
2577553 6/11/2002 |
Registered | Federal-Mogul Filtration LLC |
12 |
To be abandoned. |
13 |
To be abandoned. |
83
U.S. COPYRIGHTS
Federal-Mogul LLC - U.S. Copyrights
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
1. | Bower/B C A and National sheave bearings and excluder seals | TX0000928726 | 7/13/1982 | Federal-Mogul LLC | ||||
2. | Bower/BCA 515A : quick reference specifications manual. | TX0003803791 | 12/12/1994 | Federal-Mogul LLC | ||||
3. | Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits : 1986 buyers guide | TX0002053237 | 3/2/1987 | Federal-Mogul LLC | ||||
4. | Federal-Mogul Remanufactured connecting rod | VA0000287227 | 12/4/1987 | Federal-Mogul LLC | ||||
5. | Federal-Mogul water pumps | VA0000322412 | 9/28/1988 | Federal-Mogul LLC | ||||
6. | Heavy duty transmission & differential applications : Bower/B C A--anti-friction bearings, National--oil seals | TX0001106763 | 3/15/1983 | Federal-Mogul LLC | ||||
7. | Federal-Mogul engine bearings : shop specification manual | TX0002549793 | 5/3/1989 | Federal-Mogul LLC | ||||
8. | Federal-Mogul engine bearing catalog = catalogue coussinets europeens et japonais = catalogo bronzine europee e giapponesi = catalogo decojinetes europeos y japoneses | TX0002032662 | 3/2/1987 | Federal-Mogul LLC | ||||
9. | Import vehicle applications : roller and ball bearings, oil seals, engine bearings : [catalog]. | TX0000562771 | 10/6/1980 | Federal-Mogul LLC | ||||
10. | National Oil Seals industrial interchange with zero duplication part numbers : [no.] 428 | TX0001116440 | 5/10/1983 | Federal-Mogul LLC | ||||
11. | National oil seals specifications manual : [no.] 415 : size, design, and installation data | TX0000845010 | 12/21/1981 | Federal-Mogul LLC | ||||
12. | National wear sleeves and oil seals : [catalog]. | TX0000386113 | 12/28/1979 | Federal-Mogul LLC | ||||
13. | Signal-Stat lighting and safety products : for heavy-duty, automotive, and industrial applications. | TX0002355486 | 7/15/1988 | Federal-Mogul LLC | ||||
14. | Sterling pistons master catalog : passenger car & light truck | TX0001481548 | 12/3/1984 | Federal-Mogul LLC | ||||
15. | Sterling pistons master catalog : passenger car & light truck : [no.] 604. | TX0000870872 | 3/11/1982 | Federal-Mogul LLC | ||||
16. | Bearing basic facts, installation : film reference training book | TX0000254033 | 4/19/1979 | Federal-Mogul LLC | ||||
17. | Bearing basic facts : selection : film reference training book | TX0000068845 | 7/17/1978 | Federal-Mogul LLC | ||||
18. | Bower/B C A master bearing interchange | TX0000413519 | 2/7/1980 | Federal-Mogul LLC | ||||
19. | Heavy-duty wheel applications : 502-W : [catalog]. | TX0001195962 | 8/22/1983 | Federal-Mogul LLC | ||||
20. | Heavy-duty wheel applications : [catalog]. | TX0000413520 | 2/7/1980 | Federal-Mogul LLC | ||||
21. | Heavy-duty wheel applications : [catalog] 502W | TX0002031766 | 3/2/1987 | Federal-Mogul LLC | ||||
22. | Transmission applications : anti-friction bearings, oil seals : [catalog]. | TX0000521118 | 7/18/1980 | Federal-Mogul LLC | ||||
23. | 115G 1985 Federal-Mogul engine bearing catalog coussinets, catalogo brozine, catalogo de cojinetes : Daimler-Benz, Volkswagen | TX0002188721 | 11/19/1987 | Federal-Mogul LLC | ||||
24. | 1989 buyers guideCarter fuel pumps : 3770 FP | TX0002611082 | 7/10/1989 | Federal-Mogul LLC |
84
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Registration Date |
Owner |
|||||
25. | 1995 buyers guide, oil seals : CQ470 1995, SLS | TX0004081195 | 7/28/1995 | Federal-Mogul LLC | ||||
26. | 3882 Carter engine management components for fuel injected vehicles, 1993 | TX0003838550 | 5/31/1994 | Federal-Mogul LLC | ||||
27. | Agricultural bearings master catalog, December 1986 | TX0002254949 | 11/13/1987 | Federal-Mogul LLC | ||||
28. | Agricultural bearings master catalog, May 1983 | TX0002137180 | 8/17/1987 | Federal-Mogul LLC | ||||
29. | Analisis de fallas de rodamientos : 3304 BRB 85. | TX0002006669 | 3/2/1987 | Federal-Mogul LLC | ||||
30. | Anti-friction bearing distress analysis. | TX0002008536 | 3/2/1987 | Federal-Mogul LLC | ||||
31. | Anti-friction bearing distress analysis : 3302 BRB/85 | TX0002006670 | 3/2/1987 | Federal-Mogul LLC | ||||
32. | The Ball and roller bearing group, atlas of microstructures / compiled by Jon T. Gabrielsen | TX0000254034 | 4/19/1979 | Federal-Mogul LLC | ||||
33. | BCA agricultural bearings catalog : 518 : 1997 : specifications, applications, numerical listings and interchanges | TX0003954556 | 12/12/1994 | Federal-Mogul LLC | ||||
34. | BCA bearings, National oil seals : vol. 1 : application listings for 1979. | TX0004078164 | 7/26/1995 | Federal-Mogul LLC | ||||
35. | BCA bearings, National oil seals : vol. 2 : application listings for 1980-1995. | TX0004078148 | 7/28/1995 | Federal-Mogul LLC | ||||
36. | BCA bearings, National oil seals : vol. 2 : application listings for 1980-1995. | TX0004078165 | 7/26/1995 | Federal-Mogul LLC | ||||
37. | BCA boot kit : [no.] LBBK-20 | VA0000287232 | 12/8/1987 | Federal-Mogul LLC | ||||
38. | BCA clutch release bearings : 302, 1987 | TX0002604028 | 7/3/1989 | Federal-Mogul LLC | ||||
39. | BCA clutch release bearings : 304, 1994 | TX0003945690 | 11/28/1994 | Federal-Mogul LLC | ||||
40. | BCA clutch release bearings and clutch forks : catalog 304S, 1995 | TX0004075092 | 7/26/1995 | Federal-Mogul LLC | ||||
41. | BCA constant velocity components : 529, 1988 | TX0002940799 | 10/23/1990 | Federal-Mogul LLC | ||||
42. | BCA constant velocity components : 529S, 1989 : for imported passenger car and light truck applications | TX0003000983 | 1/28/1991 | Federal-Mogul LLC | ||||
43. | BCA constant velocity components : for U. S. and imported passenger cars and light trucks / Federal Mogul | TX0002032663 | 3/2/1987 | Federal-Mogul LLC | ||||
44. | BCA,CV joints : [no.] LBCV-10 | VA0000287229 | 12/8/1987 | Federal-Mogul LLC | ||||
45. | BCA halfshaft assembly : [no.] LBHS-1. | VA0000287231 | 12/8/1987 | Federal-Mogul LLC | ||||
46. | BCA mast guide bearing catalog : specifications and interchanges : 305 | TX0002931865 | 10/17/1990 | Federal-Mogul LLC | ||||
47. | BCA master antifriction bearing interchange, 1992 : 525 | TX0003238840 | 1/23/1992 | Federal-Mogul LLC | ||||
48. | BCA National agricultural specifications : catalog no. 518, 1995 | TX0004003032 | 2/27/1995 | Federal-Mogul LLC |
85
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Registration Date |
Owner |
|||||
49. | BCA National wheel service catalog, 1995 : no. 505 | TX0004151741 | 11/2/1995 | Federal-Mogul LLC | ||||
50. | BCA quick reference specifications manual : catalog no. 515A | TX0003981438 | 2/27/1995 | Federal-Mogul LLC | ||||
51. | Bearing & seal transmission & differential kits | VA0000287230 | 12/8/1987 | Federal-Mogul LLC | ||||
52. | Bearings & seals quick reference guide : form no. CQ 505 | TX0004023711 | 7/28/1995 | Federal-Mogul LLC | ||||
53. | Bower/B C A 515 specifications manual : dimensions, load ratings, and additional data | TX0000856710 | 2/19/1982 | Federal-Mogul LLC | ||||
54. | Bower/B C A bearings : [no.] B-103 | VA0000268304 | 5/4/1987 | Federal-Mogul LLC | ||||
55. | Bower/B C A clutch release bearing catalog : including clutch pilot bearings | TX0000666606 | 3/26/1981 | Federal-Mogul LLC | ||||
56. | Bower/B C A drive shaft supports : [catalog] : popular applications, interchanges | TX0000476666 | 2/18/1980 | Federal-Mogul LLC | ||||
57. | Bower/B C A drive shaft supports : popular applications, interchanges | TX0001942761 | 11/24/1986 | Federal-Mogul LLC | ||||
58. | Bower/B C A mast guide bearing catalog : specifications, interchanges, popular applications | TX0000666604 | 3/26/1981 | Federal-Mogul LLC | ||||
59. | Bower/B C A National bearings and seals for U. S. and imported passenger cars, light and medium duty trucks (thru 2 1/2 ton) | TX0001945221 | 11/19/1986 | Federal-Mogul LLC | ||||
60. | Bower/B C A national construction equipment bearings and seals : 503 | TX0001465226 | 12/3/1984 | Federal-Mogul LLC | ||||
61. | Bower/B C A quick reference specifications manual : numerical & bore size listings (tapered, cylindrical, needles, journal roller bearings, and ball bearings). | TX0000797550 | 11/9/1981 | Federal-Mogul LLC | ||||
62. | CarQuest bearings & seals 1993 | TX0003759380 | 3/15/1994 | Federal-Mogul LLC | ||||
63. | CarQuest bearings & seals 1994 | TX0003806273 | 5/31/1994 | Federal-Mogul LLC | ||||
64. | CarQuest bearings & seals : vol. 1 : form no. CQ 510 | TX0004023714 | 7/28/1995 | Federal-Mogul LLC | ||||
65. | Carquest bearings & seals : vol. 2. | TX0004144779 | 7/25/1995 | Federal-Mogul LLC | ||||
66. | CarQuest bearings/seals agricultural specifications : form no. CQ 518 : August 1994 | TX0003928921 | 11/29/1994 | Federal-Mogul LLC | ||||
67. | CARQUEST bearings specification manual, issued August 1944 | TX0003758388 | 12/5/1994 | Federal-Mogul LLC | ||||
68. | CarQuest clutch release bearings : CQ 304 : October 1994 | TX0003948065 | 11/30/1994 | Federal-Mogul LLC | ||||
69. | CarQuest oil & grease seals : specification manual : March 1995 | TX0004145810 | 7/25/1995 | Federal-Mogul LLC |
86
Copyright Title |
Registration Number |
Registration Date |
Owner |
|||||
70. | Carter carburetor emission components : 3881, 1989 | TX0002487536 | 1/23/1989 | Federal-Mogul LLC | ||||
71. | Carter carburetor : [no.] C18LB. | VA0000319253 | 9/16/1988 | Federal-Mogul LLC | ||||
72. | Carter electric super fuel pump | VA0000322007 | 9/19/1988 | Federal-Mogul LLC | ||||
73. | Carter engine management components for fuel injected vehicles, 1990 : catalog | TX0003758738 | 1/27/1994 | Federal-Mogul LLC | ||||
74. | Carter engine management components for fuel injected vehicles : catalog no. 3882S | TX0004096054 | 7/31/1995 | Federal-Mogul LLC | ||||
75. | Carter fuel injection & F. I. emission components : 3882, 1988 : for U. S. and imported passenger cars and light trucks, for fuel injected vehicles only | TX0002487575 | 1/23/1989 | Federal-Mogul LLC | ||||
76. | Carter Fuel pump | VA0000287233 | 12/7/1987 | Federal-Mogul LLC | ||||
77. | Carter fuel pumps : 3879, August 1987 : applications, numerical listings, interchanges, and specifications | TX0002751913 | 2/12/1990 | Federal-Mogul LLC | ||||
78. | Carter fuel pumps and fuel pump assemblies, 1990 : 3879 | TX0002834558 | 5/9/1990 | Federal-Mogul LLC | ||||
79. | Carter fuel pumps and fuel pump assemblies, 1992 : 3879 | TX0003239211 | 1/24/1992 | Federal-Mogul LLC | ||||
80. | Carter fuel pumps and fuel pump assemblies, 1994 : 3879 | TX0003785208 | 3/15/1994 | Federal-Mogul LLC | ||||
81. | Carter fuel pumps, applications and interchanges, 1987 | TX0002516390 | 11/18/1987 | Federal-Mogul LLC | ||||
82. | Carter Fuel system components | VA0000287226 | 12/4/1987 | Federal-Mogul LLC | ||||
83. | Carter new carburetors : applications and interchanges : no. 3878, 1987. | TX0002191168 | 11/18/1987 | Federal-Mogul LLC | ||||
84. | Carter new water pumps, 3870, 1988 | TX0002939329 | 10/16/1990 | Federal-Mogul LLC | ||||
85. | Carter PCV valves : 3881PCV : 1990 : for US and imported passenger cars and light trucks | TX0002753715 | 2/7/1990 | Federal-Mogul LLC | ||||
86. | Carter performance products : [no.] PP12LB | VA0000320006 | 9/16/1988 | Federal-Mogul LLC | ||||
87. | Carter super fuel pump | VA0000322005 | 9/19/1988 | Federal-Mogul LLC | ||||
88. | Carter TRW new water pumps : catalog no. X3004S | TX0004151740 | 11/6/1995 | Federal-Mogul LLC | ||||
89. | Carter water pumps : 1989 buyers guide | TX0002611335 | 7/10/1989 | Federal-Mogul LLC | ||||
90. | Carter water pumps and water pump kits : 3870, 1990 : for domestic & imported passenger cars, trucks, marine, agricultural & industrial applications | TX0003000982 | 1/28/1991 | Federal-Mogul LLC | ||||
91. | Carter Zip-Kits : 3880, 1987. | TX0003030782 | 3/11/1991 | Federal-Mogul LLC | ||||
92. | Clutch release bearings supplement, June 1995 | TX0004083665 | 7/26/1995 | Federal-Mogul LLC | ||||
93. | Competitors interchange Federal-Mogul engine bearing : [part no.] 130. | TX0000422701 | 2/25/1980 | Federal-Mogul LLC |
87
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Registration Date |
Owner |
|||||
94. | Differential applications. Anti-friction bearings, oil seals : [catalog]. | TX0000538299 | 7/17/1980 | Federal-Mogul LLC | ||||
95. | Discover opportunities in bearings : Bower/B C A. | TX0002008928 | 2/5/1987 | Federal-Mogul LLC | ||||
96. | Discover opportunities in bearings : N A P A bearings | TX0002008929 | 2/5/1981 | Federal-Mogul LLC | ||||
97. | Discover opportunities in engine bearings : Federal-Mogul | TX0002008927 | 2/5/1987 | Federal-Mogul LLC | ||||
98. | Discover opportunities in engine bearings : N A P A engine bearings : form 5001 NEB/82. | TX0002012825 | 2/5/1987 | Federal-Mogul LLC | ||||
99. | Engine bearing service manual | TX0000800389 | 11/9/1981 | Federal-Mogul LLC | ||||
100. | Engine bearing service manual : Napa engine bearings : when the name is Napa, the standard is quality | TX0000800388 | 11/9/1981 | Federal-Mogul LLC | ||||
101. | Engine parts for Japanese vehicles = Refacciones para motores de vehiculos japoneses = Pieces de moteur pour vehicules japonais | TX0002052488 | 4/21/1987 | Federal-Mogul LLC | ||||
102. | Environmental, health and safety management systems implementation/registration guidance / authored by Roger Strelow and Cornelius C. Smith | TXu001155414 | 12/3/2003 | Federal-Mogul LLC | ||||
103. | Federal-Mogul Bower B C A bearings, National oil seals : Feb. 1989, 510A | TX0002611080 | 7/3/1989 | Federal-Mogul LLC | ||||
104. | Federal-Mogul Bower/B C A bearings, National oil seals : for U. S. and imported passenger cars, light and medium duty trucks (through 2 1/2 ton), boat trailers, snowmobiles, and ATVs : 510, 1987. | TX0002604092 | 7/3/1989 | Federal-Mogul LLC | ||||
105. | Federal-Mogul Bower/BCA bearings, BCA C.V. components, National oil seals : 1990, 510. | TX0003050892 | 4/19/1991 | Federal-Mogul LLC | ||||
106. | Federal-Mogul Bower/BCA bearings, BCA C.V. components, National oil seals : 1991, 510 | TX0003405404 | 9/24/1992 | Federal-Mogul LLC | ||||
107. | Federal-Mogul Bower/BCA bearings, National oil seals : 1994, 510. | TX0003765443 | 3/7/1994 | Federal-Mogul LLC | ||||
108. | Federal Mogul engine bearing distress analysis : 1400 EB/86 | TX0002191467 | 11/16/1987 | Federal-Mogul LLC | ||||
109. | Federal-Mogul Engine bearings | VA0000263499 | 5/4/1987 | Federal-Mogul LLC | ||||
110. | Federal-Mogul engine bearings complete interchange : 125WT, 1985 weatherly index, no. 032. | TX0002004872 | 3/3/1987 | Federal-Mogul LLC | ||||
111. | Federal-Mogul engine bearings : master interchange : 125 : 1986 : weatherly index no. 032 | TX0002751143 | 2/12/1990 | Federal-Mogul LLC | ||||
112. | Federal-Mogul engine bearings master interchange : 125, 1990 | TX0002819911 | 5/11/1990 | Federal-Mogul LLC |
88
Copyright Title |
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113. | Federal-Mogul engine bearings : [no.] 829AL | VA0000319307 | 9/16/1988 | Federal-Mogul LLC | ||||
114. | Federal-Mogul engine bearings : shop specification manual | TX0001282304 | 2/6/1984 | Federal-Mogul LLC | ||||
115. | Federal-Mogul engine bearings : shop specification manual | TX0000599794 | 11/10/1980 | Federal-Mogul LLC | ||||
116. | Federal-Mogul engine bearings, shop specification manual, 1989 : 115 | TX0002603032 | 6/26/1989 | Federal-Mogul LLC | ||||
117. | Federal-Mogul engine bearings shop specification manual : no. 115. | TX0001004151 | 11/1/1982 | Federal-Mogul LLC | ||||
118. | Federal-Mogul engine bearings shop specification manual : no. 115, 1984 | TX0002494578 | 1/23/1989 | Federal-Mogul LLC | ||||
119. | Federal-Mogul engine bearings shop specification manual : no. 115, 1991 | TX0003238969 | 1/27/1992 | Federal-Mogul LLC | ||||
120. | Federal-Mogul engine parts and kits : vol. 1, 1979 and earlier : catalog no. SP1501 | TX0004313021 | 6/3/1996 | Federal-Mogul LLC | ||||
121. | Federal-Mogul engine parts and kits : vol. 2, 1980 to present : no. SP1502, 1996 | TX0004314136 | 6/4/1996 | Federal-Mogul LLC | ||||
122. | Federal-Mogul heavy-duty transmission & differential applications : Bower/B C A antifriction bearings, National oil seals and gaskets : 502TD, 1987 | TX0002084849 | 3/2/1987 | Federal-Mogul LLC | ||||
123. | Federal-Mogul heavy-duty wheel applications : Bower/B C A antifriction bearings, National oil seals, hubcaps, and gaskets : 502W, 1989 | TX0002604027 | 7/3/1989 | Federal-Mogul LLC | ||||
124. | Federal-Mogul Marine products catalog | TX0002819995 | 5/11/1990 | Federal-Mogul LLC | ||||
125. | Federal Mogul performance : 3209 | TX0003441623 | 11/19/1992 | Federal-Mogul LLC | ||||
126. | Federal-Mogul performance products | TX0002957318 | 12/3/1990 | Federal-Mogul LLC | ||||
127. | Federal-Mogul performance products : 3209EP : Federal-Mogul engine bearings, Sterling pistons | TX0002753716 | 2/7/1990 | Federal-Mogul LLC | ||||
128. | Federal Mogul performance products catalog, 1991 : 3209 | TX0002990315 | 1/28/1991 | Federal-Mogul LLC | ||||
129. | Federal-Mogul pistons master catalog : catalog no. 604, 1966. | TX0004318301 | 6/3/1996 | Federal-Mogul LLC | ||||
130. | Federal-Mogul Shim stock | VA0000287228 | 12/4/1987 | Federal-Mogul LLC | ||||
131. | Federal-Mogul Thrust washer : [no.] E-34TW | VA0000319296 | 9/16/1988 | Federal-Mogul LLC | ||||
132. | Federal-Mogul valve seat catalog : 605VS 1986 weatherly index no. 060 | TX0002279697 | 11/23/1987 | Federal-Mogul LLC | ||||
133. | Firestone national wheel seals : front and rear wheel seal and bearing applications | TX0000666603 | 3/26/1981 | Federal-Mogul LLC | ||||
134. | Instrumented gasoline piston | VAu000605984 | 9/23/2003 | Federal-Mogul LLC | ||||
135. | Instrumetned diesel piston | VAu000603974 | 9/29/2003 | Federal-Mogul LLC |
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136. | Japanese application catalog : Federal-Mogul engine bearings, Hastings piston rings | TX0000486935 | 3/18/1980 | Federal-Mogul LLC | ||||
137. | Linkage capabilities. | TXu001145939 | 9/23/2003 | Federal-Mogul LLC | ||||
138. | Manual de servicio de cojinetes para motor | TX0000856711 | 2/19/1982 | Federal-Mogul LLC | ||||
139. | N305 NAPA bearings : mast guide bearing catalog : August 1990 | TX0002962412 | 12/3/1990 | Federal-Mogul LLC | ||||
140. | NAPA bearings : agricultural catalog | TX0000386112 | 12/28/1979 | Federal-Mogul LLC | ||||
141. | NAPA bearings : bearings and seals : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000797549 | 11/9/1981 | Federal-Mogul LLC | ||||
142. | NAPA bearings : [catalog] : drive shaft supports | TX0000476667 | 3/5/1980 | Federal-Mogul LLC | ||||
143. | NAPA bearings : clutch bearing master catalog | TX0000386111 | 12/28/1979 | Federal-Mogul LLC | ||||
144. | NAPA bearings : drive shaft supports | TX0001965484 | 11/19/1986 | Federal-Mogul LLC | ||||
145. | NAPA bearings : heavy duty differential catalog | TX0000549163 | 7/18/1980 | Federal-Mogul LLC | ||||
146. | NAPA bearings : heavy duty differential catalog | TX0000386114 | 12/29/1979 | Federal-Mogul LLC | ||||
147. | NAPA bearings : heavy duty transmission catalog | TX0000386110 | 12/28/1979 | Federal-Mogul LLC | ||||
148. | NAPA bearings : import vehicle applications. | TX0000666605 | 3/26/1981 | Federal-Mogul LLC | ||||
149. | NAPA bearings : mast guide bearing catalog | TX0000660484 | 3/26/1981 | Federal-Mogul LLC | ||||
150. | NAPA bearings : master bearing interchange | TX0000426347 | 3/3/1980 | Federal-Mogul LLC | ||||
151. | NAPA bearings : master bearing interchange | TX0000386115 | 12/28/1979 | Federal-Mogul LLC | ||||
152. | NAPA bearings : N302. | TX0002640056 | 7/3/1989 | Federal-Mogul LLC | ||||
153. | NAPA bearings : N502-T : heavy duty transmission catalog | TX0000556786 | 8/25/1980 | Federal-Mogul LLC | ||||
154. | NAPA bearings : N510, April 1990 | TX0003431806 | 11/23/1992 | Federal-Mogul LLC | ||||
155. | NAPA bearings : N510, Nov., 1992 : master catalog featuring bearing and seal listings for US and imported vehicles, light and medium trucks (thru 2 1/2 ton[s] : N510. | TX0003509104 | 1/28/1993 | Federal-Mogul LLC | ||||
156. | NAPA bearings numerical listing | TX0000798055 | 11/12/1981 | Federal-Mogul LLC | ||||
157. | NAPA bearings numerical listing | TX0000526390 | 7/21/1980 | Federal-Mogul LLC | ||||
158. | NAPA bearings : passenger car, light truck catalog. | TX0000362420 | 11/9/1979 | Federal-Mogul LLC | ||||
159. | NAPA bearings quick reference specifications manual : [no.] N515A : numerical & bore size listings, tapered, cylindrical, needles, journal roller bearings, and ball bearings | TX0000845009 | 12/21/1981 | Federal-Mogul LLC | ||||
160. | NAPA bearings : weatherly index 300 : N510 : Aug., 1987 : master catalog featuring bearing and seal listings for US and imported vehicles, light and medium duty trucks (thru 2 1/2 ton) | TX0002711815 | 9/18/1989 | Federal-Mogul LLC |
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161. | NAPA engine bearings : master catalog and shop manual | TX0000800386 | 11/9/1981 | Federal-Mogul LLC | ||||
162. | NAPA engine bearings : master catalog shop manual, March 1989 : N115 | TX0002612159 | 7/10/1989 | Federal-Mogul LLC | ||||
163. | NAPA engine bearings : N115 : master catalog, shop manual | TX0001027673 | 11/1/1982 | Federal-Mogul LLC | ||||
164. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0003236498 | 1/23/1992 | Federal-Mogul LLC | ||||
165. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0002132707 | 8/19/1987 | Federal-Mogul LLC | ||||
166. | NAPA engine bearings : replacement parts : [master catalog, shop manual]. | TX0002045884 | 3/2/1987 | Federal-Mogul LLC | ||||
167. | NAPA fuel pumps : fuel pumps and fuel pump assemblies : N3879 : catalog. | TX0003637418 | 3/14/1994 | Federal-Mogul LLC | ||||
168. | NAPA fuel pumps : fuel pumps and fuel pump assemblies : N3879, Jan. 1992 | TX0003239661 | 1/27/1992 | Federal-Mogul LLC | ||||
169. | NAPA lighting : lighting and safety products : N2001 | TX0003328813 | 6/12/1992 | Federal-Mogul LLC | ||||
170. | NAPA lighting : lighting and safety products : N2001-S : for automotive, heavy-duty and industrial applications | TX0003446460 | 11/16/1992 | Federal-Mogul LLC | ||||
171. | National O-rings | VA0000319297 | 9/16/1988 | Federal-Mogul LLC | ||||
172. | National O-rings industrial maintenance guide : 915 | TX0002004869 | 3/3/1987 | Federal-Mogul LLC | ||||
173. | National O-rings industrial maintenance guide : [no.] 915 | TX0002483514 | 1/9/1989 | Federal-Mogul LLC | ||||
174. | National oil seals. | VA0000263500 | 5/4/1987 | Federal-Mogul LLC | ||||
175. | National oil seals 1995 buyers guide : catalog no. 470 1995 SLS | TX0004020016 | 6/28/1995 | Federal-Mogul LLC | ||||
176. | National oil seals 1996 buyers guide : BCA bearings : catalog no. 570 | TX0004266168 | 4/18/1996 | Federal-Mogul LLC | ||||
177. | National oil seals industrial interchange : 428, 1988 | TX0002972647 | 12/13/1990 | Federal-Mogul LLC | ||||
178. | National oil seals, industrial zero-duplication plus : specification manual, 1990 : no. 415-I | TX0002931864 | 10/17/1990 | Federal-Mogul LLC | ||||
179. | National oil seals master interchange | TX0001954864 | 11/20/1986 | Federal-Mogul LLC | ||||
180. | National oil seals master interchange | TX0001004334 | 11/1/1982 | Federal-Mogul LLC | ||||
181. | National oil seals master interchange | TX0000711329 | 6/25/1981 | Federal-Mogul LLC | ||||
182. | National oil seals master interchange, 1988 : 425 | TX0002959184 | 11/30/1990 | Federal-Mogul LLC | ||||
183. | National oil seals master interchange : catalog no. 425, 1995 | TX0004161856 | 10/30/1995 | Federal-Mogul LLC | ||||
184. | National oil seals specifications manual, 1985 : no. 415. | TX0002389997 | 9/29/1988 | Federal-Mogul LLC |
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185. | National oil seals specifications manual, 1988 : no. 415. | TX0002487733 | 1/23/1989 | Federal-Mogul LLC | ||||
186. | National oil seals specifications manual, 1995 : catalog no. 415 | TX0004147997 | 10/31/1995 | Federal-Mogul LLC | ||||
187. | National redi-sleeves. | VA0000327565 | 3/14/1988 | Federal-Mogul LLC | ||||
188. | National to Redi-Sleeve cross reference listing : 435RS, January 1982 | TX0002137178 | 8/17/1987 | Federal-Mogul LLC | ||||
189. | Pistones Sterling : catalogo maestro para automoviles y camiones livianos : SP604 | TX0001027672 | 12/20/1982 | Federal-Mogul LLC | ||||
190. | RingChek. | TXu001155202 | 9/29/2003 | Federal-Mogul LLC | ||||
191. | Sealed power engine kits and parts : vol. 1, 1976 & earlier : catalog no. SP1051, 1994 | TX0003942165 | 12/8/1994 | Federal-Mogul LLC | ||||
192. | Sealed power engine kits and parts : vol. 2, 1977 to present : catalog no. SP1502, 1994 | TX0003942166 | 12/8/1994 | Federal-Mogul LLC | ||||
193. | Sealed power engine kits and parts : vol. 3 : numerical & progressive diametrical listings & POP code : cat. no. SP1053 | TX0003952667 | 12/6/1994 | Federal-Mogul LLC | ||||
194. | Source power | TX0004106874 | 2/10/1995 | Federal-Mogul LLC | ||||
195. | Sterling pistons | VA0000300339 | 1/27/1988 | Federal-Mogul LLC | ||||
196. | Sterling pistons master catalog : 604, 1987 | TX0002801354 | 2/20/1990 | Federal-Mogul LLC | ||||
197. | Sterling pistons master catalog : 604, 1990 | TX0002847605 | 6/21/1990 | Federal-Mogul LLC | ||||
198. | Stock check guidebearings and seals | TX0000856712 | 2/19/1982 | Federal-Mogul LLC | ||||
199. | TRW constant velocity joints and boot kits : catalog no. X-4012, 1995 supplersedes 1992 | TX0004078147 | 7/26/1995 | Federal-Mogul LLC | ||||
200. | TRW engine kits, 1994 : catalog no. X-3000 | TX0003978936 | 12/19/1994 | Federal-Mogul LLC | ||||
201. | TRW wheel alignment products : catalog no. X4023, 1995. | TX0004020010 | 7/25/1995 | Federal-Mogul LLC | ||||
202. | X4000-2 TRW chassis parts : vol. 2, 1994 | TX0003964930 | 12/15/1994 | Federal-Mogul LLC | ||||
203. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000348441 | 10/19/1979 | Federal-Mogul LLC | ||||
204. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000470946 | 11/13/1979 | Federal-Mogul LLC | ||||
205. | Bower/B C A bearings and National oil seals : [catalog]. | TX0000327185 | 9/12/1979 | Federal-Mogul LLC | ||||
206. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0001963488 | 11/20/1986 | Federal-Mogul LLC | ||||
207. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs. | TX0001243331 | 12/5/1983 | Federal-Mogul LLC | ||||
208. | Bower/B C A bearings and National oil seals : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000752738 | 8/5/1981 | Federal-Mogul LLC |
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209. | Bower/B C A national : 517 : agricultural catalog bearings and seals / Federal Mogul | TX0001083780 | 3/10/1983 | Federal-Mogul LLC | ||||
210. | Bower/B C A national [catalog] : 0505 : wheel bearings and seals : pinion and transmission seals : passenger cars and light trucks : includes import vehicle coverage | TX0000618359 | 11/10/1980 | Federal-Mogul LLC | ||||
211. | Buyers guide 1986. Federal Mogul engine bearings. | TX0002004835 | 3/3/1987 | Federal-Mogul LLC | ||||
212. | Buyers guide 1986. Federal Mogul engine bearings. | TX0002004870 | 3/3/1987 | Federal-Mogul LLC | ||||
213. | Buyers guide 1986. National oil seals | TX0002029577 | 3/2/1987 | Federal-Mogul LLC | ||||
214. | Buyers guide 1986. Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits | TX0002029574 | 3/2/1987 | Federal-Mogul LLC | ||||
215. | Buyers guide 1986. Sterling pistons. | TX0002029575 | 3/2/1987 | Federal-Mogul LLC | ||||
216. | Buyers guide 1986. Sterling pistons. | TX0002004871 | 3/3/1987 | Federal-Mogul LLC | ||||
217. | EB64M Engine Bearings | A678911 | 2/24/1964 | Federal-Mogul LLC | ||||
218. | SRB64P Front/Rear Wheel Bearings & Seals | A678912 | 2/24/1964 | Federal-Mogul LLC | ||||
219. | Supp.1 National Oil Seal Specifications Manual | A678913 | 2/24/1964 | Federal-Mogul LLC | ||||
220. | EB64PLT Engine Bearings | A678914 | 2/24/1964 | Federal-Mogul LLC | ||||
221. | RB64TR Truck Ball and Roller Bearings | A683999 | 3/13/1964 | Federal-Mogul LLC | ||||
222. | Engine Bearing Service Manual, 8th Ed | A701792 | 6/29/1964 | Federal-Mogul LLC | ||||
223. | EB64MX Engine Bearings | A701791 | 6/29/1964 | Federal-Mogul LLC | ||||
224. | PT63S National Oil Seals Supplement to PT63 | A702491 | 7/6/1964 | Federal-Mogul LLC | ||||
225. | Tapered Bearings Rapid Selection Chart | A706095 | 7/27/1964 | Federal-Mogul LLC | ||||
226. | SRB64PLT Wheel Bearings and Oil Seals | A708009 | 6/1/1964 | Federal-Mogul LLC | ||||
227. | Supp.1 Engine Bearings Shop Specifications Manual | A721780 | 10/12/1964 | Federal-Mogul LLC | ||||
228. | 1965 Autos - Advance Replacement Parts | A729703 | 11/18/1964 | Federal-Mogul LLC | ||||
229. | S65DOSS National Oil Seals Obsolete, Substitute Numbers | A729703 | 1/25/1965 | Federal-Mogul LLC | ||||
230. | S65SP National Oil Seals Specification Manual | A744979 | 2/10/1965 | Federal-Mogul LLC | ||||
231. | RD64 National Red-Dot Oil Seals | A679653 | 2/26/1964 | Federal-Mogul LLC | ||||
232. | WS64 National Wear Sleeves | A689011 | 4/17/1964 | Federal-Mogul LLC | ||||
233. | Oil and Grease Seals | A689012 | 4/17/1964 | Federal-Mogul LLC | ||||
234. | FM Job-Tailored Crankshaft Kit | A753869 | 3/29/1965 | Federal-Mogul LLC |
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235. | SRB65P Front and Rear Wheel Bearings | A760235 | 4/21/1965 | Federal-Mogul LLC | ||||
236. | S6515XPR Distributors Net Prices, Stock Items - May 1965 | A760236 | 4/21/1965 | Federal-Mogul LLC | ||||
237. | S651-5X National Oil Seals Export Net Prices Jan 1965 | A760237 | 4/21/1965 | Federal-Mogul LLC | ||||
238. | OR65M National O-Rings | A763203 | 5/10/1965 | Federal-Mogul LLC | ||||
239. | NSD - A Look into The Future | A764272 | 5/14/1965 | Federal-Mogul LLC | ||||
240. | RB651-5XPR Bower Roller Bearings - BCA Ball Bearings Prices | A768866 | 5/28/1965 | Federal-Mogul LLC | ||||
241. | RMC - For 45 Years A Trusted Name | Kk94513 | 3/12/1954 | Federal-Mogul LLC | ||||
242. | RMC Replacement Valves | Kk94514 | 3/12/1954 | Federal-Mogul LLC | ||||
243. | EB65CK Federal-Mogul Crankshaft Kit | A771383 | 6/14/1965 | Federal-Mogul LLC | ||||
244. | SRB65PS Front Wheel Bearing and Oil Seal Application Chart | A783179 | 8/19/1965 | Federal-Mogul LLC | ||||
245. | SRV65PSC Front Wheel Bearing and Oil Seal Application Chart | A783180 | 8/19/1965 | Federal-Mogul LLC | ||||
246. | EB65MX Engine Bearings | A783181 | 8/19/1965 | Federal-Mogul LLC | ||||
247. | SRB65PLT Fast Moving Service System | A783978 | 8/27/1965 | Federal-Mogul LLC | ||||
248. | B65CR Clutch Release Bearings | A783979 | 9/9/1965 | Federal-Mogul LLC | ||||
249. | RAS-65 RMC Rocker Parts, June 1965 | A787245 | 9/9/1965 | Federal-Mogul LLC | ||||
250. | P65 Sterling Pistons Master Catalog | A797840 | 10/20/1965 | Federal-Mogul LLC | ||||
251. | VP65M Federal-Mogul Engine Products | A797841 | 10/20/1965 | Federal-Mogul LLC | ||||
252. | V65 RMC Valves Master Catalog | A797842 | 10/20/1965 | Federal-Mogul LLC | ||||
253. | Why Do O-Rings Fail? From National Seal | A810775 | 1/14/1966 | Federal-Mogul LLC | ||||
254. | OP66M Federal-Mogul Reconditioned Oil Pumps | A816974 | 2/17/1966 | Federal-Mogul LLC | ||||
255. | OP6613 Federal-Mogul Engine Products, Resale | A816976 | 2/17/1966 | Federal-Mogul LLC | ||||
256. | OP6615 Federal-Mogul Engine Products, Distributor | A816975 | 2/17/1966 | Federal-Mogul LLC | ||||
257. | 1966 Autos - Advance Replacement Parts | A824868 | 3/10/1966 | Federal-Mogul LLC | ||||
258. | OP66MS Federal-Mogul Engine Products | A829732 | 4/6/1966 | Federal-Mogul LLC | ||||
259. | 801 Master Catalog, 1966 | A829733 | 4/6/1966 | Federal-Mogul LLC | ||||
260. | EB65SP Shop Specification Manual, U.S. | A832749 | 4/29/1966 | Federal-Mogul LLC | ||||
261. | 1101 Federal-Mogul Crankshaft Kit | A836766 | 5/9/1966 | Federal-Mogul LLC |
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262. | 1010 National Gasket Quick Reference, 1966 | A851343 | 7/25/1966 | Federal-Mogul LLC | ||||
263. | 401 National Oil Seal Catalog, 1966 | A851344 | 7/25/1966 | Federal-Mogul LLC | ||||
264. | 505 Wheel Bearing & Seal Catalog, 1966 | A852577 | 7/28/1966 | Federal-Mogul LLC | ||||
265. | 1001 National Gasket Catalog, 1966 | A852810 | 8/1/1966 | Federal-Mogul LLC | ||||
266. | 503 Bower/BCA Ball and Roller Bearings | A852999 | 8/19/1966 | Federal-Mogul LLC | ||||
267. | 490 National Oil Seals DOSS, 1966 | A857114 | 8/29/1966 | Federal-Mogul LLC | ||||
268. | 502 Bower/BCA Ball and Roller Bearings | A857115 | 8/29/1966 | Federal-Mogul LLC | ||||
269. | 0505 Wheel Bearing & Seal Catalog, 1966 | A857113 | 8/29/1966 | Federal-Mogul LLC | ||||
270. | VM66 Vellumoid Gaskets, Master Catalog | A858839 | 9/9/1966 | Federal-Mogul LLC | ||||
271. | 101 Federal-Mogul Engine Bearings, 1966 | A862422 | 9/26/1966 | Federal-Mogul LLC | ||||
272. | Introducing National Gaskets | A863091 | 9/22/1966 | Federal-Mogul LLC | ||||
273. | National Gasket Mart | A863092 | 9/22/1966 | Federal-Mogul LLC | ||||
274. | Look Whats Been Added to the Federal-Mogul Line | A863093 | 9/22/1966 | Federal-Mogul LLC | ||||
275. | The Newest Name In Gaskets Is The | A863094 | 9/22/1966 | Federal-Mogul LLC | ||||
276. | B65S Sterling, Supplement to Master Catalog | A881307 | 12/23/1966 | Federal-Mogul LLC | ||||
277. | Bearing Down! | A887632 | 1/26/1967 | Federal-Mogul LLC | ||||
278. | 112 FM Engine Bearing Racing Catalog | A889106 | 2/6/1967 | Federal-Mogul LLC | ||||
279. | 601S Federal-Mogul Engine Products | A891368 | 2/16/1967 | Federal-Mogul LLC | ||||
280. | V65S Supplement to V-65 Master Catalog | A898118 | 3/20/1967 | Federal-Mogul LLC | ||||
281. | P65S Supplement to P-65 Master Catalog | A898119 | 3/20/1967 | Federal-Mogul LLC | ||||
282. | Federal-Mogul Service Replacement Parts | A898074 | 3/20/1967 | Federal-Mogul LLC | ||||
283. | 510 Bower/BCA Bearings Plus National | A905304 | 4/20/1967 | Federal-Mogul LLC | ||||
284. | 101S Federal-Mogul Engine Bearings | A905305 | 4/20/1967 | Federal-Mogul LLC | ||||
285. | OP167 SSD Remanufactured Oil Pumps | A923809 | 7/12/1967 | Federal-Mogul LLC | ||||
286. | 304 Clutch Release Bearings / Assemblies | A92667 | 7/27/1967 | Federal-Mogul LLC | ||||
287. | 505 Wheel Bearings and Oil Seals | A932957 | 8/22/1968 | Federal-Mogul LLC | ||||
288. | 415 National Oil Seal Specification Manual | A935852 | 8/30/1967 | Federal-Mogul LLC | ||||
289. | 416 National Oil Seal Specification Manual | A935853 | 8/30/1967 | Federal-Mogul LLC | ||||
290. | 701 FM Remanufactured Oil Pumps, 1967 | A935850 | 8/30/1967 | Federal-Mogul LLC | ||||
291. | OP267 SSD Remanufactured Oil Pumps | A935851 | 8/30/1967 | Federal-Mogul LLC | ||||
292. | BCA, Serving Industry With Widest | A937980 | 9/22/1967 | Federal-Mogul LLC |
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356. | 602 Federal-Mogul Industrial Engine Parts, 1972 | A370099 | 9/22/1972 | Federal-Mogul LLC | ||||
357. | 615 Sterling Pistons & RMC Valves, 1972 | A373499 | 10/6/1972 | Federal-Mogul LLC | ||||
358. | 490 National Oil Seals DOSS, 1972 | A381783 | 11/10/1972 | Federal-Mogul LLC | ||||
359. | 590 Bower & BCA Bearings DOSS, 1972 | A381784 | 11/10/1972 | Federal-Mogul LLC | ||||
360. | 610 Federal-Mogul Engine Parts, 1973 | A416009 | 3/12/1973 | Federal-Mogul LLC | ||||
361. | AT3 Portable Air Tools, 1973 | A426517 | 3/12/1973 | Federal-Mogul LLC | ||||
362. | B3 Master Carbide Burs and Tools, 1973 | A415406 | 3/12/1973 | Federal-Mogul LLC | ||||
363. | 1501 Federal-Mogul Timing Components, 1973 | A416008 | 3/12/1973 | Federal-Mogul LLC | ||||
364. | 6510 Vehicle Replacement Parts, 1973 | A426581 | 4/23/1973 | Federal-Mogul LLC | ||||
365. | SS3 Master Solid Carbide Saws, 1973 | A426580 | 4/23/1973 | Federal-Mogul LLC | ||||
366. | CD3 Metal Removal Contour Discs, 1973 | A426766 | 4/23/1973 | Federal-Mogul LLC | ||||
367. | 612 Federal-Mogul Engine Sets, 1973 | A426767 | 4/23/1973 | Federal-Mogul LLC | ||||
368. | V3 Metal Removal Grinding Wheels, 1973 | A433572 | 5/14/1973 | Federal-Mogul LLC | ||||
369. | T3 Master Carbide Tips, 1973 | A433571 | 5/14/1973 | Federal-Mogul LLC | ||||
370. | Master Carbide Burs and Rotary Tools | A433570 | 5/14/1973 | Federal-Mogul LLC | ||||
371. | 517 Federal-Mogul Agricultural Bearings | A434788 | 5/17/1973 | Federal-Mogul LLC | ||||
372. | Bower Roller Bearings Selection Chart | A460005 | 8/22/1973 | Federal-Mogul LLC | ||||
373. | 115 Federal-Mogul Engine Bearing Shop Manual | A591293 | 11/14/1974 | Federal-Mogul LLC | ||||
374. | 415S National Oil Seals, Zero Duplication, Industrial Spec, 1976 | A830335 | 2/28/1977 | Federal-Mogul LLC | ||||
375. | 428 National Oil Seals, Zero Duplication, Industrial Interchg, 1976 | A830334 | 2/28/1977 | Federal-Mogul LLC | ||||
376. | 425 National Oil Seals, 1977 | A830333 | 2/28/1977 | Federal-Mogul LLC | ||||
377. | 115 Federal-Mogul Engine Bearings, 1977 | A830336 | 2/28/1977 | Federal-Mogul LLC | ||||
378. | Colorful Federal-Mogul | A830332 | 2/28/1977 | Federal-Mogul LLC | ||||
379. | EBF3-76 Bearing Basic Facts, Distress | A841766 | 4/4/1977 | Federal-Mogul LLC | ||||
380. | EBF2-76 Bearing Basic Facts, Terms | A841767 | 4/4/1977 | Federal-Mogul LLC | ||||
381. | Grid design/Carter carburetor | VA319-258 | 7/17/1978 | Federal-Mogul LLC |
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1. | 2013 NAPA Coil Spring Catalogue (NCS13C October) | Pending | Federal-Mogul Chassis LLC | |||||||
2. | 2013 NAPA COIL SPRING CATALOG (NC513 October); Supersedes NCS11 | Pending | Federal-Mogul Chassis LLC | |||||||
3. | 2013 Raybestos Chassis Parts Catalog RC13-LM | Pending | Federal-Mogul Chassis LLC | |||||||
4. | 2014 Carquest Raybestos Medium & Heavy Duty Chassis Application Guide (ffCQ2014PCHHD Supersedes CQ-10009) | Pending | Federal-Mogul Chassis LLC | |||||||
5. | Raybestos Suspension and Steering System Diagrams; SSD-13 | TX 7-722-794 | Registered | 03/18/2108 | Federal-Mogul Chassis LLC | |||||
6. | Raybestos Alignments Parts Catalog RA-13 Coverage Thru 2013 | TX 7-679-514 | Registered | 03/28/2108 | Federal-Mogul Chassis LLC | |||||
7. | McQuay-Norris 1991-2013 Alignment Parts Catalog; MNA-13 | TX-7-708-39G | Registered | 04/16/2108 | Federal-Mogul Chassis LLC | |||||
8. | 2013 NAPA Alignment Products Catalogue NA13C | TX7-721-465 | Registered | 05/01/2108 | Federal-Mogul Chassis LLC | |||||
9. | 2013 CARQUEST Chassis Alignment Reference & Application Guide CQ2013AL | TX 7-719-383 | Registered | 04/30/2108 | Federal-Mogul Chassis LLC | |||||
10. | ACDelco 2013 Chassis Parts Alignment Products Catalog 4SA- 120-13; Supersedes 45A-120-12 | TX 7-717-960 | Registered | 05/07/2108 | Federal-Mogul Chassis LLC | |||||
11. | ACDelco 2013 Car & Light-Duty Truck Chassis Catalog 45A-1QO- 13-V2/1991 Present; Supersedes 45A-100-12-V2 | TX 7-722-850 | Registered | 05/16/2108 | Federal-Mogul Chassis LLC | |||||
12. | 2008 Chassis Parts- Alignment Products Catalog 45A120-OB | TX 6-977-281 | Registered | 1/2/2103 | Federal-Mogul Chassis LLC | |||||
13. | 2011 NAPA Coil Springs Catalogue NCS11C | TX 7-477-355 | Registered | 1/4/2107 | Federal-Mogul Chassis LLC | |||||
14. | 2011 NAPA Coil Spring Catalog NCS11 | TX 7-476-043 | Registered | 1/6/2107 | Federal-Mogul Chassis LLC | |||||
15. | NAPA Heavy Duty Chassis Parts CH-MHD-07 | TX 6-941-713 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
16. | McQuay-Norris Alignment Products Catalog MNA07 | TX 6-941-730 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
17. | 2008 Chassis Parts- Alignment Products Catalog 45A-120-OB- GMP | TX 6-941-735 | Registered | 1/7/2103 | Federal-Mogul Chassis LLC | |||||
18. | 2010 Heavy Duty Chassis Part Catalog CH-MHD-10 | TX 7-346-745 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
19. | 2010 Heavy Duty Chassis Parts Catalogue CH-MHD-10C | TX 7-323-026 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
20. | 2010 NAPA Coil Spring Catalogue NCS10C | TX 7-313-721 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
21. | !010 NAPA Coil Spring Catalog NCS10 | TX 7-312-772 | Registered | 1/10/2106 | Federal-Mogul Chassis LLC | |||||
22. | vlcQuay-Norris 2012 Control Arm Parts Catalog MNCA12 | TX 0007487996 | Registered | 1/19/2107 | Federal-Mogul Chassis LLC |
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23. | .012 NAPA Control Arm Catalog NCCA12 | TX 7-491-384 | Registered | /19/2107 | Federal-Mogul Chassis LLC | |||||
24. | Raybestos 2012 Heavy Duty Chassis Parts Catalog (RCHD-12) | TX0007478689 | Registered | 1/20/2107 | Federal-Mogul Chassis LLC | |||||
25. | 2012 Heavy Duty Chassis Parts Catalog CH-MHD-12 | TX 7-483-454 | Registered | 1/24/2107 | Federal-Mogul Chassis LLC | |||||
26. | 2010 Carquest Medium & Heavy Duty Chassis Application Guide CQ-10009 | TX-7-326-073 | Registered | 1/31/2106 | Federal-Mogul Chassis LLC | |||||
27. | NAPA 2007 Interchange & Product Numeric Catalog Reference Guide | TX 6-536-456 | Registered | 02/01/2102 | Federal-Mogul Chassis LLC | |||||
28. | Raybestos Hub Assemblies Domestic & Import Applications BPC-HA1 | TX 6-974-677 | Registered | 2/5/2103 | Federal-Mogul Chassis LLC | |||||
29. | Raybestos Chassis Parts Catalog 1991*2009 (RC09-LM) | TX 6-938-861 | Registered | 2/9/2104 | Federal-Mogul Chassis LLC | |||||
30. | 2008 NAPA Strut Mounts Catalogue NCSM08C | TX 7-174-261 | Registered | 2/16/2104 | Federal-Mogul Chassis LLC | |||||
31. | NAPA Chassis Parts Catalog NC07-LM-C1991-2007 | TX 6-565-481 | Registered | 3/1/2102 | Federal-Mogul Chassis LLC | |||||
32. | NAPA Chassis Parts Catalog NC07-LM 1991-2007 | TX 6-572-749 | Registered | 3/1/2102 | Federal-Mogul Chassis LLC | |||||
33. | 2009 NAPA Coil Spring Catalog NCS09 | TX 6-963-346 | Registered | 3/5/2104 | Federal-Mogul Chassis LLC | |||||
34. | 2011 NAPA Alignment Products Catalog NA11 | TX 7-360-813 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
35. | Raybestos Alignment Parts Catalog Coverage Thru 2011 RA-11 | TX 7-335-476 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
36. | 2011 NAPA Alignment Products Catalogue NA11C | TX 7-360-815 | Registered | 3/7/2106 | Federal-Mogul Chassis LLC | |||||
37. | 2009 NAPA Coil Spring Catalogue NCS09C | TX 6-948-897 | Registered | 3/12/2104 | Federal-Mogul Chassis LLC | |||||
38. | 2009 NAPA Heavy Duty Chassis Parts Catalog CH-MHD-09 | TX 6-960-458 | Registered | 3/12/2104 | Federal-Mogul Chassis LLC | |||||
39. | 2010 NAPA Alignment Products Catalogue NA10C | TX 7-158-912 | Registered | 3/18/2105 | Federal-Mogul Chassis LLC | |||||
40. | 2012 CARQUEST Alignment Catalog CA2012AL | TX 7-527-266 | Registered | 3/19/2107 | Federal-Mogul Chassis LLC | |||||
41. | Raybestos Alignment Parts Catalog RA-12 Coverage Thru 2012 | TX 7-507-133 | Registered | 3/19/2107 | Federal-Mogul Chassis LLC | |||||
42. | 2012 NAPA Alignment Products Catalog NA12 | TX 7-502-526 | Registered | 3/21/2107 | Federal-Mogul Chassis LLC | |||||
43. | 2012 Heavy Duty Chassis Parts Catalogue CH-MHD-12C | TX 7-509-996 | Registered | 3/21/2107 | Federal-Mogul Chassis LLC | |||||
44. | 2008 NAPA Strut Mounts Catalog NCSM08 | TX 6-952-062 | Registered | 3/23/2104 | Federal-Mogul Chassis LLC | |||||
45. | 1991-2010 Raybestos Alignment Parts Catalog RA-10 | TX 7-169-190 | Registered | 3/24/2105 | Federal-Mogul Chassis LLC | |||||
46. | 1990 & Prior Chassis Parts Catalog Domestic, Impart, Passenger Cars, Light-Duty Trucks & SUVS RC09-VIN | TX 6-953-523 | Registered | 3/25/2104 | Federal-Mogul Chassis LLC | |||||
47. | ACDelco 2012 Chassis Parts Alignment Products Catalog 45A- 120-12 | TX 7-508-091 f | Registered | 1/26/2107 | Federal-Mogul Chassis LLC |
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48. | 1991-2011 Raybestos Chassis Parts Catalog RC11-LM | TX 7-364-037 | Registered | 3/26/2106 | Federal-Mogul Chassis LLC | |||||
49. | Chassis Parts Catalog NCQ50VIN 1990 & Prior | TX 6-404-978 | Registered | 3/30/2101 | Federal-Mogul Chassis LLC | |||||
50. | 2012 NAPA Chassis Applications Catalog 1996-2013 Coverage Supplement / NC12-LM-S March 2012 | TX 7-517-366 | Registered | 3/30/2107 | Federal-Mogul Chassis LLC | |||||
51. | 2011 NAPA Chassis Applications Catalog 1996-2011 Coverage NC11-LM | TX 7-355-290 | Registered | 4/5/2106 | Federal-Mogul Chassis LLC | |||||
52. | 2011 NAPA Chassis Applications Catalogue 1996-2011 Coverage NC11-LM-C | TX 7-353-775 | Registered | 4/5/2106 | Federal-Mogul Chassis LLC | |||||
53. | 2012 NAPA Strut Mount Catalogue; NCSM12/December (Supersedes NCSM11C) | TX 7-657-244 | Registered | 12/27/2107 | Federal-Mogul Chassis LLC | |||||
54. | McQuay-Norris 1991-2010 Alignment Parts Catalog MNA-10 | TX 7-174-591 | Registered | 4/23/2105 | Federal-Mogul Chassis LLC | |||||
55. | 2012 NAPA Alignment Products Catalogue NA12C | TX 7-522-867 | Registered | 4/30/2107 | Federal-Mogul Chassis LLC | |||||
56. | Spicer Chassis Parts Catalog Coverage for Vehicles from 1991 Thru 2007 SC07-LM | TX 6-590-864 | Registered | 5/1/2102 | Federal-Mogul Chassis LLC | |||||
57. | ACDelco 2011 Car & Light-Duty Truck Chassis Catalog 45A-100- 11 Volume 2 | TX 7-364-645 | Registered | 5/2/2106 | Federal-Mogul Chassis LLC | |||||
58. | ACDelco 2011 Chassis Parts Alignment Products Catalog 45A- 120-11 | TX 7-373-434 | Registered | 5/2/2106 | Federal-Mogul Chassis LLC | |||||
59. | 2012 NAPA Chassis Applications Catalogue NC12-LM-CS; 1996- 2012 Coverage Supplement | TX 7-539-207 | Registered | 5/2/2107 | Federal-Mogul Chassis LLC | |||||
60. | 2009 Heavy Duty Chassis Parts Catalogue CH-MHD-09C | TX 6-970-350 | Registered | 5/8/2104 | Federal-Mogul Chassis LLC | |||||
61. | 2009 Professional Grade Hub Assemblies Catalog BPC-HA2 | TX0006965271 | Registered | 5/11/2104 | Federal-Mogul Chassis LLC | |||||
62. | CARQUEST Passenger Cars / Light Duty Trucks 1991 - 2014; CQ2013PCH; Supersedes CQ2012B | TX 7-743-963 | Registered | 05/16/2108 | Federal-Mogul Chassis LLC | |||||
63. | 2010 NAPA Chassis Applications Catalogue 1996-2010 Coverage NC10-LM-C | TX 7-207-968 | Registered | 5/17/2105 | Federal-Mogul Chassis LLC | |||||
64. | 2013 McQuay-Narris Chassis Parts Catalog MN13-LM | TX 7-735-673 | Registered | 05/17/2108 | Federal-Mogul Chassis LLC | |||||
65. | 2013 NAPA Chassis Applications Catalog 1996-2014 Coverage NC13-LM May 2013 | TX 7-744-803 | Registered | 05/22/2108 | Federal-Mogul Chassis LLC | |||||
66. | Canadian NAPA Chassis Applications Catalogue 1996- | Federal-Mogul Chassis LLC | ||||||||
67. | Coverage; NC13-LM-C Supersedes NC13-LM-C May 2013 | TX 7-731-631 | Registered | 05/22/2108 | Federal-Mogul Chassis LLC | |||||
68. | Raybestos 1991-2010 Chassis Parts Catalog RC10-LM | TX 7-211-602 | Registered | 5/24/2105 | Federal-Mogul Chassis LLC |
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69. | 1991-2012 CAR QUEST Chassis Passenger Cars/Ught Duty Trucks CQ2012B; Code PCH | TX 7-549-306 | Registered | 5/24/2107 | Federal-Mogul Chassis LLC | |||||
70. | ACDelco 2010 Chassis Parts Alignment Products Catalog 45A- 120-10 | TX 7-189-116 | Registered | 5/26/2105 | Federal-Mogul Chassis LLC | |||||
71. | 2011 Raybestos Hub Assemblies Catalog BPC-HA-11 | TX 7-387-194 | Registered | 5/31/2106 | Federal-Mogul Chassis LLC | |||||
72. | Spicer CV Boot Catalog SCV06 | TX 6-421-643 | Registered | 6/1/2101 | Federal-Mogul Chassis LLC | |||||
73. | ACDelco 2007 Chassis Parts Catalog 45A-100-07-GMP - Volume 2 Years 1990 and Earlier | TX 6-596-371 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
74. | McQuay-Norris Chassis Parts Catalog Passenger Cars/Ught Trucks/SUVs Coverage for Vehicles from 1991 thru 2007 MN07-LM | TX 6-605-869 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
75. | McQuay-Norris Chassis Parts Catalog Passenger Cars/Ught Trucks/SUVs Coverage for Vehicles thru 1990 MN07-EM | TX 6-594-833 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
76. | Mighty Chassis Parts 2007-1991 Steering System Suspension System | TX 6-605-868 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
77. | Mighty Chassis Parts 1990 & Earlier Steering System Suspension System | TX 6596-372 | Registered | 6/1/2102 | Federal-Mogul Chassis LLC | |||||
78. | Instructions for a Come-Back Free Installation | TX 6B44-296 | Registered | 6/1/2103 | Federal-Mogul Chassis LLC | |||||
79. | ACDelco 2010 Car & Light-Duty Truck Chassis Catalog 45A-100- 10 Volume 2 1991-2010 | TX 7-231-326 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
80. | 1991-2010 McQuay-Norris Chassis Parts Catalog MN10-LM | TX 7-230-756 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
81. | 2010 NAPA Chassis Applications Catalog 1996-2010 Coverage NC 10-LM | TX 7-231-321 | Registered | 6/1/2105 | Federal-Mogul Chassis LLC | |||||
82. | Chassis Parts Catalog NC06-LM1991-2006 | TX 6-405-685 | Registered | 6/5/2101 | Federal-Mogul Chassis LLC | |||||
83. | 2009 Master Reference Guide MRG-09 | TX0006985116 | Registered | 6/15/2104 | Federal-Mogul Chassis LLC | |||||
84. | 2007 Chassis Parts-Coil Springs 45A-110-07-GMP | TX 6-982-460 | Registered | 6/18/2104 | Federal-Mogul Chassis LLC | |||||
85. | Spicer the Choice in Chassis SC06-LM | TX 6-409-075 | Registered | 6/19/2101 | Federal-Mogul Chassis LLC | |||||
86. | ACDelco 2007 Chassis Parts Catalog 4SA-100-07 - Volume 2 Years 2007-1991 | TX 6-606197 | Registered | 6/19/2102 | Federal-Mogul Chassis LLC | |||||
87. | ACDelco 2007 Chassis Parts Catalog 45A-100-07-GMP - Volume 2 Years 2007-1991 | TX 6596370 | Registered | 6/19/2102 | Federal-Mogul Chassis LLC | |||||
88. | ACDelco 2007 Chassis Parts Catalog 45A-100-07 - Volume 1 Years 1990 & Earlier | TX 6606196 | Registered | S/19/2102 | Federal-Mogul Chassis LLC |
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89. | McQuay-Norris CV Boot Catalog MNCV06 | TX 6421-642 | Registered | 5/30/2101 | Federal-Mogul Chassis LLC | |||||
90. | Spicer the Choice in Chassis SC06-VIN | TX 6-404-998 | Registered | i/30/2101 | Federal-Mogul Chassis LLC | |||||
91. | NAPA Chassis NCS06 | TX 6421-465 | Registered | i/30/2101 | Federal-Mogul Chassis LLC | |||||
92. | 2009 NAPA Chassis Applications Catalogue 1991-2009 Coverage NC09-LM-C | TX 7-224-517 | Registered | 7/9/2104 | Federal-Mogul Chassis LLC | |||||
93. | 2009 NAPA Chassis Applications Catalog 1991-2009 Coverage NC09-LM | TX 7-001-580 | Registered | 7/10/2104 | Federal-Mogul Chassis LLC | |||||
94. | 2010 NAPA Chassis Applications Catalogue 1995 and Prior Coverage NC10-VIN-C | TX 7-225-213 | Registered | 7/12/2105 | Federal-Mogul Chassis LLC | |||||
95. | 2010 Hub Assemblies Catalog Domestic/lmport Applications BPC-HA-10 | TX 7-229-059 | Registered | 7/12/2105 | Federal-Mogul Chassis LLC | |||||
96. | 2013 NAPA Alignment Products Catalog NA13 Passenger Cars, Light Trucks, SUV (Supersedes NA12) | TX 7-689-952 | Registered | 03/21/2108 | Federal-Mogul Chassis LLC | |||||
97. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09-GMP Volume 21991-2009 | TX 7-043-067 | Registered | 7/27/2104 | Federal-Mogul Chassis LLC | |||||
98. | AC Delco 2012 Car & Light Duty Truck Chassis Catalog; 45A- 100-12-V2; 1991-present; Supersedes 45A-100-11-V2 | TX 7-572-957 | Registered | 7/27/2107 | Federal-Mogul Chassis LLC | |||||
99. | ACDelco 2009 Car & Ught-Duty Truck Chassis Catalog 45A-100- 09 Volume 11990-Prior | TX 6-990-351 | Registered | 7/29/2104 | Federal-Mogul Chassis LLC | |||||
100. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09-GMP Volume 11990-Prior | TX 7-001-489 | Registered | 7/29/2104 | Federal-Mogul Chassis LLC | |||||
101. | McQuay-Norris Coil Springs Catalog7riNC506 | TX 6-421-677 | Registered | 7/31/2101 | Federal-Mogul Chassis LLC | |||||
102. | McQuay-Norris Chassis Parts Catalog MN06 | TX 6-421-684 | Registered | 7/31/2101 | Federal-Mogul Chassis LLC | |||||
103. | Spicer The Choice in Chassis Coil Springs Catalog SCS06 | TX 6-428-347 | Registered | 08/01/2101 EXPIRED | Federal-Mogul Chassis LLC | |||||
104. | McQuay-Norris CV Boot Catalog Import and Domestic Applications MNCV06R | TX 6429-040 | Registered | 08/01/2101 | Federal-Mogul Chassis LLC | |||||
105. | ACDelco 2006 Chassis Parts Catalog Car and Light Duty Truck 45A-100-06-GMP | TX 6431-744 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC | |||||
106. | Spicer The Choice in Chassis Interchange Listing SIG06 | TX 6-501-143 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC | |||||
107. | McQuay-Norris Alignment Products Catalog MNA06 | TX 6-453-330 | Registered | 8/1/2101 | Federal-Mogul Chassis LLC |
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108. | ACDelco 2007 Chassis Parts Competitive Reference & Wholesale Buyers Guide 45A-138/139-07 | TX-6/826-082 | Registered | 8/1/2102 | Federal-Mogul Chassis LLC | |||||
109. | McQuay-Norris U-Joint Catalog MNUJ07 | TX 6-835-588 | Registered | B/l/2102 | Federal-Mogul Chassis LLC | |||||
110. | ACDelco 2009 Car & Light-Duty Truck Chassis Catalog 45A-100- 09 Volume 21991-2009 | TX 7-054-722 | Registered | B/3/2104 | Federal-Mogul Chassis LLC | |||||
111. | ACDelco 2006 Chassis Parts Catalog Car and Light Duty Truck 45A-100-06 | TX-6-428-584 | Registered | 3/21/2101 | Federal-Mogul Chassis LLC | |||||
112. | Mighty Auto Parts 2006 Chassis Parts CHASSIS-06 | TX-6-428-269 | Registered | 3/23/2101 | Federal-Mogul Chassis LLC | |||||
113. | 2010 Carquest Chassis Alignment Reference and Application Guide CQ-10010 | TX 7-247-563 | Registered | 8/25/2105 | Federal-Mogul Chassis LLC | |||||
114. | 2011 McQuay-Norris U-Joint Catalog MNUJ11 | TX 7-424-970 | Registered | 8/26/2106 | Federal-Mogul Chassis LLC | |||||
115. | 2008 ACDelco Chassis Parts Catalog 45A-100-08 | TX 6-880-235 | Registered | 8/29/2103 | Federal-Mogul Chassis LLC | |||||
116. | 2008 ACDelco chassis Parts Catalog 45A-100-08-GMP | TX 6-879-432 | Registered | 8/29/2103 | Federal-Mogul Chassis LLC | |||||
117. | 2010 NAPA Chassis Applications Catalog 1995 and Prior Coverage NC10-VIN | TX 7-260-299 | Registered | 8/30/2105 | Federal-Mogul Chassis LLC | |||||
118. | Spicer the Choice in Chassis Alignment Products Catalog Import and Domestic Weatherly Index 110 SA06 | TX 6-454-881 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
119. | NAPA Chassis Alignment Products Catalog Weatherly Index 110 NA06 | TX 6-446-847 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
120. | Spicer the Choice In Chassis Import and Domestic Buyers Guide/Numerical Listing SBG06 | TX 6-445-858 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
121. | McQuay-Norris Buyers Guide/Numerlcal Listing MNBG06 | TX 6-439-357 | Registered | 9/1/2101 | Federal-Mogul Chassis LLC | |||||
122. | ACDelco 2007 Chassis Parts Competitive Reference & Wholesale Buyers Guide 45A-138/139-07-GMP | TX 6-826-079 | Registered | 9/4/2102 | Federal-Mogul Chassis LLC | |||||
123. | 2008 Napa Alignment Products Catalog NA08 | TX 6-883-356 | Registered | 9/4/2103 | Federal-Mogul Chassis LLC | |||||
124. | ACDelco 2009 Chassis Parts Competitive Cross-Reference & Wholesale Buyers Guide 45A-138-139-09 | TX 7-053-482 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
125. | ACDelco 2009 Chassis Parts Competitive Cross-Reference & Wholesale Buyers Guide 45A-13B-139-09-GMP | TX 7-040-752 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
126. | Raybestos 1991-2009 Alignment Parts Catalog RA-09 | TX 7-040-800 | Registered | 9/4/2104 | Federal-Mogul Chassis LLC | |||||
127. | McQuay-Norris Interchange Listing MIGOG | TX6-645-882 | Registered | 9/7/2101 | Federal-Mogul Chassis LLC | |||||
128. | 2008 NAPA Chassis Applications Catalogue 1991-2008 Coverage NC08-LM-C | TX 7-225-497 | Registered | !9/9/2103 | Federal-Mogul Chassis LLC |
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129. | 200B NAPA Alignment Products Catalogue NA08C | TX6-B90-575 | Registered | 9/15/2103 | Federal-Mogul Chassis LLC | |||||
130. | 2008 NAPA Brake Systems Catalogue 1991-2008 Coverage BSP LM-08C | TX 6-887-905 | Registered | 9/16/2103 | Federal-Mogul Chassis LLC | |||||
131. | 2010 Carquest Chassis Passenger Cars Light Duty Trucks 1991- 2010 CQ-10011 | TX 7-283-975 | Registered | 9/20/2105 | Federal-Mogul Chassis LLC | |||||
132. | 2010 Carquest Chassis Passenger Cars Light Duty Trucks 1990 & Prior CQ-10012 | TX0007286770 | Registered | 9/20/2105 | Federal-Mogul Chassis LLC | |||||
133. | 2012 CARQUE5T Chassis Light Duty Application Guide Catalog HCQ1012R; Code RCH | TX 7-545-941 | Registered | 05/25/2107 | Federal-Mogul Chassis LLC | |||||
134. | 2010 Carquest Light Duty Chassis Application Guide CQ-10017 | TX 7-268-193 | Registered | 9/30/2105 | Federal-Mogul Chassis LLC | |||||
135. | 2010 Raybestos Stmt Assembly Catalog RSA-10 | TX 7-270-184 | Registered | 10/1/2105 | Federal-Mogul Chassis LLC | |||||
136. | 2008 ACDelco Chassis Parts Competitive Cross Reference & Wholesale Buyers Guide 45A-138/139-0SGMP | TX 6-912-672 | Registered | 10/6/2104 | Federal-Mogul Chassis LLC | |||||
137. | 2009 NAPA Alignment Products Catalog NA09 | TX 7-066-738 | Registered | 10/6/2104 | Federal-Mogul Chassis LLC | |||||
138. | 2009 NAPA Alignment Products Catalogue NA09C | TX 7-045-872 | Registered | 10/9/2104 | Federal-Mogul Chassis LLC | |||||
139. | 2008 NAPA Chassis Applications Catalog 1991-2008 Coverage NC08-LM | TX 6-897-617 | Registered | 10/17/2103 | Federal-Mogul Chassis LLC | |||||
140. | 1991-2010 Stmt Mount Catalog RSM-10 | TX 7-168-666 | Registered | 10/19/2104 | Federal-Mogul Chassis LLC | |||||
141. | ACDelco 2009 Chassis Parts Alignment Products Catalog 45A- 120-09.1 GMP | TX 7-132-848 | Registered | 10/20/2104 | Federal-Mogul Chassis LLC | |||||
142. | 2011 NAPA Stmt Mount Catalogue NCSM11C | TX 7-442-189 | Registered | 10/27/2106 | Federal-Mogul Chassis LLC | |||||
143. | 2009 ACDelco Chassis Parts-Alignment Products Catalog 45A- 120-09-GMP | TX 6-895-402 | Registered | 10/29/2103 | Federal-Mogul Chassis LLC | |||||
144. | 2008 ACDelco Chassis Parts Competitive Cross Reference & Wholesale Buyers Guide 45A-138/139-08 | TX 6-889-783 | Registered | 10/31/2103 | Federal-Mogul Chassis LLC | |||||
145. | NAPA Chassis Strut Precision Engineered Mounts NCSM06 | TX 6-468-966 | Registered | 11/01/2101 | Federal-Mogul Chassis LLC | |||||
146. | ACDelco 2006 Chassis Parts Competitive Cross Reference and Wholesale Buyers Guide 4SA-138/139-06 | TX 6-466-463 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
147. | ACDelco 2006 Chassis Parts Competitive Cross Reference and Wholesale Buyers Guide 14A-138/139-06-GMP | TX 6-468-119 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC |
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148. | ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06 | TX 6-480-041 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
149. | ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06-GMP | TX 6-480-057 | Registered | 11/1/2101 | Federal-Mogul Chassis LLC | |||||
150. | Raybestos 1991-2012 Stmt Mount Catalog RSM-12 | TX 7-463-125 | Registered | 11/4/2106 | Federal-Mogul Chassis LLC | |||||
151. | 2009 ACDelco Chassis Parts Alignment Products Catalog 45A- 120-09 | TX 6-912-777 | Registered | 11/12/2103 | Federal-Mogul Chassis LLC | |||||
152. | NAPA Alignment Products Catalog NA07 | TX 6-903-205 | Registered | 11/13/2102 | Federal-Mogul Chassis LLC | |||||
153. | NAPA Coil Springs Catalog NCS07 | TX 6-909-715 | Registered | 11/16/2102 | Federal-Mogul Chassis LLC | |||||
154. | 2011 Raybestos Stmt Assembly Catalog RSA-11 | TX 7-457-024 | Registered | 11/17/2106 | Federal-Mogul Chassis LLC | |||||
155. | TECUT CO. BULLETIN NO. 2 | A731.585 | Registered | 11/18/2039 | Federal-Mogul Chassis LLC | |||||
156. | Import Idle/Shut-Off Solenoids (Emission Controls) | TX 594-756 | Registered | 11/18/2055 | Federal-Mogul Chassis LLC | |||||
157. | Spicer Coil Springs Catalog SCS07 | TX 6-909-580 | Registered | 11/19/2102 | Federal-Mogul Chassis LLC | |||||
158. | McQuay-Norris Coil Springs Catalog MNCS07 | TX 6-908-199 | Registered | 11/19/2102 | Federal-Mogul Chassis LLC | |||||
159. | 2009 ACDelco Coil Springs Catalog 45A-110-09 | TX 7-099-247 | Registered | 11/23/2104 | Federal-Mogul Chassis LLC | |||||
160. | 2009 ACDelco Coil Springs Catalog 45A-110-09 GMP | TX 7-098-537 | Registered | 11/23/2104 | Federal-Mogul Chassis LLC | |||||
161. | 2012 NAPA Control Arm Catalogue NCCA12C | TX 7-522-668 | Registered | 04/27/2107 | Federal-Mogul Chassis LLC | |||||
162. | 1991-2012 Raybestos Control Arm Parts Catalog RCA12 | TX 7-463-468 | Registered | 11/28/2106 | Federal-Mogul Chassis LLC | |||||
163. | Spicer The Choice in Chassis Strut Mount Catalog SSM07 | TX 6-482-356 | Registered | 11/30/2101 | Federal-Mogul Chassis LLC | |||||
164. | McQuay-Norris Stmt Mount Catalog MNSM07 | TX 6-480-056 | Registered | 11/30/2101 | Federal-Mogul Chassis LLC | |||||
165. | Spicer The Choice In Chassis Heavy Duty Chassis Parts Catalog SHD-CH07 | TX 6-492-516 | Registered | 12/01/2101 | Federal-Mogul Chassis LLC | |||||
166. | NAPA Heavy Duty Chassis Parts Catalog CH-MHD-06 | TX 6-495-595 | Registered | 12/01/2101 | Federal-Mogul Chassis LLC | |||||
167. | 2007 Chassis Parts-Coil Springs 45A-110-07 | TX 6-919-974 | Registered | 12/3/2104 | Federal-Mogul Chassis LLC | |||||
168. | 2010 NAPA Stmt Mount Catalogue NCSM10C | TX 7-294-482 | Registered | 12/6/2105 | Federal-Mogul Chassis LLC | |||||
169. | Spicer Alignment Products Catalog 5A07 | TX 6-928-243 | Registered | 12/7/2103 | Federal-Mogul Chassis LLC | |||||
170. | 2009 NAPA Stmt Mount Catalogue NCSM09C | TX 7-120-627 | Registered | 12/9/2104 | Federal-Mogul Chassis LLC | |||||
171. | 2009 NAPA 5tmt Mount Catalog NCSM09 | TX 7-118-182 | Registered | 12/11/2104 | Federal-Mogul Chassis LLC | |||||
172. | NAPA Chassis Stmt Mounts NCSM07 | TX 6-960-568 | Registered | 12/18/2102 | Federal-Mogul Chassis LLC | |||||
173. | Raybestos 2010 Coil Spring Catalog RCS-10 | TX 7-307-252 | Registered | 12/20/2105 | Federal-Mogul Chassis LLC | |||||
174. | 2010 McQuay-Norris Coil Spring Catalog MNCS10 | TX 7-316-716 | Registered | 12/28/2105 | Federal-Mogul Chassis LLC | |||||
175. | 2013 Heavy Duty Chassis Parts | TX7-823-881 | Registered | 12/21/2108 | Federal-Mogul Chassis LLC |
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Schedule 3.07
DEPOSIT ACCOUNTS
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Fifth Third Bank | 7914640789 | Federal-Mogul Filtration LLC | USD | Stand Alone | Federal Mogul Filtration Disbursement/Receipts | To be controlled | ||||||
Fifth Third Bank | 7915874411 | Federal-Mogul Motorparts LLC | USD | 7914640359 | Motorparts Collection Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7914640300 | Federal-Mogul Motorparts LLC | USD | 7914640359 | Motorparts Collection Account NAPD |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7914640359 |
||||||
Fifth Third Bank | 7914640722 | Beck Arnley Holdings LLC | USD | Stand Alone | Motorparts Collection/Disbursement Account | To be controlled |
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Fifth Third Bank | 7914339648 | Federal-Mogul LLC | USD | 7913715160 | OEM Collection Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
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Fifth Third Bank | 7481874381 | Federal-Mogul Valve Train International LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
||||||
Fifth Third Bank | 7481874324 | Federal-Mogul Valve Train International LLC | USD | 7913715160 | Powertrain Disbursement Account |
To be controlled
Funds in this account are swept at the end of every day into 5/3rd Acct #7913715160 |
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Fifth Third Bank | 7914339523 | Federal-Mogul LLC | USD | 7913715160 | Non Trade Depository Collection Account | To be controlled |
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Fifth Third Bank | 7914339705 | Federal-Mogul LLC | USD | 7913715160 | Retiree Payments | Excluded Deposit Account | ||||||
Fifth Third Bank | 7481048093 | Federal-Mogul LLC | USD | 7913715160 | Payroll | Excluded Deposit Account | ||||||
Fifth Third Bank | 7913715343 | Federal-Mogul LLC | USD | Stand Alone | US Asbestos Trust Reimbursement Account | To be controlled | ||||||
Fifth Third Bank | 7914640482 | Federal-Mogul LLC | USD | Stand Alone | Powertrain Concur - Disbursement Account | To be controlled | ||||||
Wells Fargo Bank | 7774011097 | Federal-Mogul LLC | EUR | Stand Alone | EUR FX Account | To be controlled | ||||||
Wells Fargo Bank | 7770010457 | Federal-Mogul LLC | GBP | Stand Alone | GBP FX Account | To be controlled | ||||||
Wells Fargo Bank | 7775037455 | Federal-Mogul LLC | JPY | Stand Alone | JPY FX Account | To be controlled | ||||||
Wells Fargo Bank | 4123512428 | Federal-Mogul LLC | USD | Stand Alone | USD Fee Account | To be controlled | ||||||
Bank of America | 483009747402 | Federal-Mogul LLC | USD | Stand Alone | Investment Account | To be controlled | ||||||
Deutsche Bank | IT44F03104016004601752DCCEUR | Federal-Mogul LLC | EUR | Stand Alone | Italy Tax Credits | Excluded Deposit Account |
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Schedule 3.09
COMMERCIAL TORT CLAIMS
Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) v.General Parts Company and UAP Inc. Claim brought by Federal-Mogul Motorparts against its customer NAPA due to breaches of NAPAs obligations under the current supply agreement between Motorparts and NAPA. The supply agreement remains in effect. An informal mediation occurred on April 22, 2017 (a prior formal mediation was not successful) which resulted in certain progress towards a settlement. Settlement discussions between the parties continue although they have been complicated by Federal-Mogul Motorparts recent realization that Genuine Parts Company is likely using its catalog data without permission and the desire of both parties to ensure that any settlement is global and includes any such catalog claims; a settlement meeting in July is being discussed. The case is otherwise early in the process, with discovery ongoing. Claim is upwards of $18MM.
Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) v. Lang Distributing. Claim brought by Federal-Mogul Motorparts against its customer Lang Distributing for amounts owed by Lang. Claim amount is de minimus (approximately $125,000).
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Schedule 4.01
CERTAIN CERTIFICATED SECURITIES
As set forth below, the provisions of Section 4.01 shall not apply to the Capital Stock of the following Foreign Subsidiaries:
Grantor |
Issuer |
Permitted Deviation from Section 4.01 |
||
Federal-Mogul Products, Inc. | Productos de Frenos Automotrices de Calidad S.A. de C.V. | The Issuer, acquired through an acquisition, is dormant, but the Grantor has never had sufficient paperwork to liquidate the Issuer. The Grantor shall not be required to deliver certificates for this Issuer so long as such Issuer remains dormant. | ||
Federal-Mogul Valve Train International LLC |
Forjas Maquinas S. de R.L. C.V. ( Mexico ) | The Grantor owns 0.01% of the Issuer. So long as the Grantor owns less than 5% of the equity of the Issuer, the Grantor shall not be required to deliver certificates for the Issuer. |
Exhibit A to
Collateral Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by (the Additional Grantor ), in favor of Citibank, 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 corporation ( Company ), the Subsidiaries of Company parties thereto and the Collateral Trustee.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, the Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
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[ADDITIONAL GRANTOR] | ||
By: |
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Name: | ||
Title: |
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Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
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Exhibit B to
Collateral Agreement
DEPOSIT ACCOUNT CONTROL AGREEMENT
DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of , 20 among (the Lien Grantor ), ***NAME OF LIEN GRANTEE***, as Collateral Trustee (the Secured Party ), and (the Bank ). All references herein to the UCC refer to the Uniform Commercial Code as in effect from time to time in [the State of New York]. Terms defined in the UCC have the same meanings when used herein.
W I T N E S S E T H:
WHEREAS, the Lien Grantor is the Banks customer (as defined in Section 4-104(1)(e) of the UCC) with respect to the Account (as defined below);
WHEREAS, pursuant to a Collateral Agreement, dated as of June 29, 2017 (as such agreement may be amended and/or supplemented from time to time, the Security Agreement ), the Lien Grantor has granted to the Secured Party a continuing security interest (the Transaction Lien ) in all right, title and interest of the Lien Grantor in, to and under the Account; and
WHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Account and any and all funds or deposits from time to time held therein or credited thereto, whether now owned or existing or hereafter acquired or arising;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Establishment of Account . The Bank confirms that:
(i) the Bank has established account number [identify account number] in the name of [name of Lien Grantor] (such account and any successor account, the Account );
(ii) the Account is a deposit account as defined in Section 9-102(a)(29) of the UCC; and
(iii) the Bank is a bank (as defined in section 9-102 of the UCC) and is acting in such capacity in respect of the Account.
Section 2. Instructions . The Lien Grantor, the Secured Party and the Bank agree that the Bank will comply with (i) any instruction originated by the Secured Party directing disposition of funds in the Account and (ii) any other instruction from the Secured Party in respect of the Account, in each case without further consent by the Lien Grantor or any other person.
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Section 3. Waiver of Lien; Waiver of Set-off. The Bank waives any security interest, lien or right to make deductions or setoffs that it may now have or hereafter acquire in or with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto. No amounts credited to the Account will be subject to deduction, set-off, bankers lien, or any other right in favor of any person other than the Secured Party [(except that the Bank may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Account and (ii) the face amount of any checks that have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds)].
Section 4. Choice of Law . This Agreement shall be construed in accordance with and governed by the laws of [the State of New York]. [The State of New York] shall be deemed to be the banks jurisdiction (as defined in Section 9-304 of the UCC) with respect to the Account.
Section 5. Conflict with Other Agreements . There is no agreement (except this Agreement) between the Bank and the Lien Grantor with respect to the Account [except for [identify any existing other agreements] (the Existing Other Agreements )]. In the event of any conflict between this Agreement (or any portion hereof) and any other agreement [(including any Existing Other Agreement)] between the Bank and the Lien Grantor with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto, whether now existing or hereafter entered into, the terms of this Agreement shall prevail. [If any Existing Other Agreement does not specify that it is governed by the laws of [the jurisdiction specified in Section 4], such Existing Other Agreement is hereby amended to specify that it is governed by the laws of [the jurisdiction specified in Section 4].
Section 6. Amendments . No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.
Section 7. Notice of Adverse Claims . Except for the claims and interests of the Secured Party and the Lien Grantor, the Bank does not know of any claim to, or interest in, the Account or any or all funds or deposits held therein or credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Account or any or all funds or deposits held therein or credited thereto, the Bank will promptly notify the Secured Party and the Lien Grantor thereof.
Section 8. Maintenance of Account . In addition to, and not in lieu of, the obligation of the Bank to honor instructions originated by the Secured Party as agreed in Section 2 hereof, the Bank agrees to maintain the Account as follows:
(i) Lien Grantor Entitlement Orders; Notice of Exclusive Control. So long as the Bank has not received a Notice of Exclusive Control (as defined
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below), the Bank may comply with instructions originated by the Lien Grantor or any duly authorized agent of the Lien Grantor in respect of the Account and any or all funds or deposits held therein or credited thereto. After the Bank receives a written notice from the Secured Party that it is exercising exclusive control over the Account (a Notice of Exclusive Control ), the Bank will cease complying with instructions originated by the Lien Grantor or any of its agents.
(ii) Statements. The Bank will promptly send copies of all statements and other correspondence concerning the Account simultaneously to each of the Lien Grantor and the Secured Party at their respective addresses specified in Section 11 hereof.
(iii) Tax Reporting. All items of income, gain, expense and loss recognized in the Account or in respect of any funds or deposits held therein or credited thereto shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Lien Grantor.
Section 9. Representations, Warranties and Covenants of the Bank . The Bank makes the following representations, warranties and covenants:
(i) The Account has been established as set forth in Section 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. The Bank will not change the name or account number of the Account without the prior written consent of the Secured Party.
(ii) Neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC)
(iii) This Agreement is a valid and binding agreement of the Bank enforceable in accordance with its terms.
(iv) The Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other than the Secured Party) relating to the Account and/or any funds or deposits held therein or credited thereto pursuant to which it has agreed, or will agree, to comply with instructions of such person. The Bank has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions originated by the Secured Party as agreed in Section 2 hereof.
Section 10. Successors . This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 11. Notices . Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic
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transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:
Lien Grantor:
Secured Party:
Bank:
Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties in the manner specified above.
Section 12. Termination . The rights and powers granted herein to the Secured Party (i) have been granted in order to perfect the Transaction Lien, (ii) are powers coupled with an interest and (iii) will not be affected by any bankruptcy of the Lien Grantor or any lapse of time. The obligations of the Bank hereunder shall continue in effect until the Secured Party has notified the Bank in writing that the Transaction Lien has been terminated pursuant to the terms of the Security Agreement.
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[NAME OF LIEN GRANTOR] |
By: |
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Name: | ||
Title: |
***NAME OF LIEN GRANTEE***, as Collateral Trustee |
By: |
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Name: | ||
Title: | ||
[NAME OF BANK] |
By: |
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Name: | ||
Title: |
123
Exhibit A
[Letterhead of Secured Party]
[Date]
[Name and Address of Bank]
Attention:
Re: Notice of Exclusive Control
Ladies and Gentlemen:
As referenced in the Deposit Account Control Agreement dated as of , among [name of Lien Grantor], us and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over deposit account number (the Account ) and all funds and deposits from time to time held therein or credited thereto. You are instructed not to accept any directions or instructions with respect to the Account or the funds or deposits held therein or credited thereto from any person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.
You are instructed to deliver a copy of this notice by facsimile transmission to [name of Lien Grantor].
Very truly yours, | ||||
***NAME OF LIEN GRANTEE***, as Collateral Trustee | ||||
By: |
|
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Name: | ||||
Title: |
cc: [name of Lien Grantor]
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Exhibit C to
Collateral Agreement
PERFECTION CERTIFICATE
, 2017
With reference to the (x) Collateral Agreement dated as of the date hereof among FEDERAL-MOGUL LLC ( Company ), CITIBANK, N.A., as collateral trustee under the Collateral Trustee Agreement (in such capacity, the Collateral Trustee ) and the Subsidiaries of Company (together with Company, collectively the Grantors and, individually a Grantor ) (the Collateral Agreement ), and (y) the Collateral Trust Agreement (as defined in the Collateral Agreement) (capitalized terms used but not defined herein shall have the meaning assigned to such term in the Collateral Agreement), each Grantor hereby certifies as follows:
Section 1. Legal Names, Organizations and Jurisdictions of Organization . (a) Set forth on Schedule 1(a) is the exact legal name, the type of organization and the jurisdiction of organization or formation, as applicable, of each Grantor.
(b) Except as set forth on Schedule 1(b) , no Grantor has, within the past five years, changed its legal name, jurisdiction of organization or its corporate structure in any way ( e.g., by merger or consolidation with any other Person or acquired all or substantially all of the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) another Person (other than any other Grantor)).
(c) Set forth on Schedule 1(c) is each trade name or assumed name used by any Grantor during the past five years or by which any Grantor has been known or has transacted any business during the past five years.
Section 2. Organizational and Federal Taxpayer Identification Numbers . Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including street address, city, county and state) of the chief executive office of such Grantor or the registered office of such Grantor, if applicable, at any time in the past five years and (iv) the U.S. federal taxpayer identification number of each Grantor.
Section 3. Acquisitions of Capital Stock or Assets . Except as set forth on Schedule 3 , no Grantor has acquired any Capital Stock of another entity or substantially all the assets of another entity within the past five years.
Section 4. UCC Filings; Authorization to File Financing Statements . (a) Financing statements have been prepared for filing by counsel to the Collateral Trustee in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located. Set forth on Schedule 4 is a true and correct list of each such filing and the Uniform Commercial Code filing office in which such filing is to be made.
(b) Each Grantor, to the extent permitted by applicable law, hereby authorizes the Collateral Trustee to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Trustee may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties. Such financing statements may describe the collateral in the same manner as described in the agreement granting a security interest or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted or to be granted to the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties, including, without limitation, describing such property as all assets or all personal property.
Section 5. Real Property . (a) Set forth on Schedule 5(a) is a true and correct list of (i) all real property owned, leased or otherwise held by each Grantor as of the Issue Date (including fixtures) having a value, in the reasonable opinion of Company, of $5,000,000 or greater to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned by each Grantor as of the Issue Date, (iii) the common names, addresses and uses of each Mortgaged Property (stating improvements located thereon), (iv) the county or other jurisdiction in which a Mortgage and, if applicable, a fixture filing on each Mortgage is to be recorded and/or filed and (v) any other information relating thereto required by Schedule 5(a) .
(b) Except as described in Schedule 5(b) , (i) no Grantor has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property listed in Schedule 5(a) and (ii) no Grantor has any leases which require the approval, consent, exemption, authorization, or other action by, or notice to, or filing with any federal, state, local, supranational or foreign court or governmental agency, authority, instrumentality or regulatory body, or any other Person for the transactions contemplated by the Indenture.
Section 6. Tangible Personal Property . Set forth on Schedule 6 are all the locations where any Grantor currently maintains or has maintained within the past five years any of its tangible personal property (including goods, inventory and equipment), including property in the possession of a third party ( e.g. , warehouseman or other bailee) to the extent not provided pursuant to Section 5 above.
Section 7. Investment-Related Property . Set forth on Schedule 7 is a true and correct list, for each Grantor, of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other Capital Stock of Company or any Subsidiary or (to the extent such Capital Stock is certificated) of any other Person owned, beneficially or of record, by such Grantor, specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Capital Stock and setting forth the percentage of such Capital Stock pledged under the Security Documents.
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Section 8. Debt Instruments . Set forth on Schedule 8 is a true and correct list, for each Grantor, of all promissory notes and other instruments held by such Grantor that are required to be pledged under the Security Documents, including all intercompany notes between or among Company and the Subsidiaries, and to the extent applicable, specifying the creditor and debtor thereunder and the outstanding principal amount thereof.
Section 9. Intellectual Property. (a) Set forth on Schedule 9(a) is a true and correct list, for each Grantor, of all Patents and Patent applications owned by such Grantor (except, for the avoidance of doubt, as otherwise indicated on Schedule 9(a) ), including the name of the owner, title, registration or application number of any registrations or applications.
(b) Set forth on Schedule 9(b) is a true and correct list, for each Grantor, of all Trademark and service mark registrations and applications owned by such Grantor (other than intent-to-use Trademark and service mark applications), including the name of the registered owner and the registration or application number of any registrations and applications.
(c) Set forth on Schedule 9(c) is a true and correct list, for each Grantor, of all Copyright registrations and applications owned by such Grantor, including the name of the registered owner, title and the registration number of any Copyright registrations.
(d) Set forth on Schedule 9(d) is a true and correct list, for each Grantor, of all exclusive Copyright Licenses under which such Grantor is a licensee, including the name and address of the licensor under such exclusive Copyright License and the name of the registered owner, title and the registration or serial number of any copyright registration to which such exclusive Copyright License relates.
Section 10. Commercial Tort Claims . Set forth on Schedule 10 is a true and correct list of Commercial Tort Claims held by any Grantor, including a brief description thereof.
Section 11. Letter of Credit Rights . Set forth on Schedule 11 is a true and correct list of all letters of credit issued in favor of any Grantor, as beneficiary thereunder.
Section 12. Securities Accounts . Set forth on Schedule 12 is a true and correct list of all securities accounts in which any Grantor maintains securities or other similar assets.
Section 13. Deposit Accounts . Set forth below on Schedule 13 is a true and correct list of all deposit accounts of each Grantor.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, each Grantor has caused this Perfection Certificate to be executed as of the date first written above by its officer thereunto duly authorized.
FEDERAL-MOGUL LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
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Name: | ||
Title: | ||
CARTER AUTOMOTIVE COMPANY LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL IGNITION COMPANY | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL PISTON RINGS, LLC | ||
By: |
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Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
FEDERAL-MOGUL POWERTRAIN LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL PRODUCTS, INC. | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL MOTORPARTS LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL WORLD WIDE LLC | ||
By: |
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Name: | ||
Title: | ||
FELT PRODUCTS MFG. CO. LLC | ||
By: |
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Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
MUZZY-LYON AUTO PARTS LLC |
By: |
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Name: | ||
Title: |
FEDERAL-MOGUL CHASSIS LLC |
By: |
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Name: | ||
Title: |
F-M MOTORPARTS TSC LLC |
By: |
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Name: | ||
Title: |
F-M TSC REAL ESTATE HOLDINGS LLC |
By: |
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Name: | ||
Title: |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC |
By: |
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Name: | ||
Title: |
FEDERAL-MOGUL SEVIERVILLE, LLC |
By: |
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Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
BECK ARNLEY HOLDINGS LLC |
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL FILTRATION LLC |
By: |
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Name: | ||
Title: |
[ Signature Page to Perfection Certificate ]
SCHEDULE 1(c)
Trade Names
Grantor |
Trade Name | |||
S-3
SCHEDULE 3
Acquisitions of Capital Stock or Assets
Acquired Business |
Acquiring Grantor |
Acquisition
Date |
Operations & Locations(s) | |||||||||
S-5
SCHEDULE 4
UCC Filings
Grantor |
UCC Filing Office / County Recorders Office | |||
1. |
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2. |
||||
3. |
S-6
SCHEDULE 5(a)
Real Property
I. Owned Real Property
Entity of Record |
Common Name and
Address |
County or Other
Recording/Filing Office (if subject to Mortgage) |
Purpose/Use |
Improvements
Located on Real Property |
Approximate
Square Footage (for non-landfill properties) |
To be
Encumbered by Mortgage and Fixture Filing |
Option to
Purchase/ Right of First Refusal |
|||||||||||||||||||||
II. Real Property Leased or Otherwise Held by a Grantor
Owner/Landlord of Record |
Lessee/Grantor |
Common Name
and Address |
To Be
Encumbered by Mortgage or Fixture Filing |
County or Other
Recording/Filing Office (if subject to Mortgage) |
Purpose/Use |
Improvements
Located on Property |
Approximate
Square Footage (for non-landfill properties if subject to mortgage) (1) |
|||||||||||||||||||||
S-7
Operating Leases/Agreements
Owner/Landlord of Record |
Lessee/Grantor |
Common Name
and Address |
To Be
Encumbered by Mortgage or Fixture Filing |
County or Other
Recording/Filing Office (if subject to Mortgage) |
Purpose/Use |
Improvements
Located on Property |
Approximate
Square Footage (for non-landfill properties if subject to mortgage) (1) |
|||||||||||||||||||||
(1) |
Square footage estimates represent amounts provided for property and casualty insurance coverage purposes and do not represent net usable area. Furthermore, Grantors make no representations or warranties whatsoever as to the actual square footage of any improvements. |
8
SCHEDULE 5(b)
I. Landlords / Grantors Consent Required
II Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Grantor holds Landlords / Grantors Interest
S-9
SCHEDULE 6
Tangible Personal Property
(to the extent not listed in Schedule 5(a) above)
S-10
SCHEDULE 8
Debt Instruments
Grantor |
Type and Description of Debt
Instrument (including date) |
Original Principal
Amount |
Maturity Date | |||||||||
S-12
SCHEDULE 9
Intellectual Property
Schedule 9(a): Patents
Schedule 9(b): Trademarks
Schedule 9(c): Copyrights
Schedule 9(d): Copyright Licenses
S-13
SCHEDULE 10
Commercial Tort Claims
Grantor |
Amount of Commercial Tort Claim |
Description |
||
S-14
SCHEDULE 11
Letter of Credit Rights
S-15
SCHEDULE 12
Securities Accounts
S-16
SCHEDULE 13
Deposit Accounts
Grantor |
Depository Institution
& Address |
Account Number | Type of Account | Account Name | ||||||||||||
17
Exhibit D-2 to
Collateral Agreement
ASSIGNMENT OF GOVERNMENT CONTRACTS
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto CITIBANK, N.A., as Collateral Trustee, all monies due or to become due under the contracts identified in Exhibit D-1 hereto, on this [ ] day of [ ], 20[ ].
FEDERAL-MOGUL LLC | ||
By: |
|
|
Name: | ||
Title: |
19
Exhibit D-3 to
Collateral Agreement
NOTICE OF ASSIGNMENT OF GOVERNMENT CONTRACTS
TO: |
[Name of Government Entity] |
This has reference to Contract No. dated , entered into between FEDERAL-MOGUL LLC, 26555 Northwestern Highway, Southfield, MI 48033 (the Contractor ), and [governmental agency, name of office, and address], for [describe nature of the contract].
Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
A true copy of the instrument of assignment executed by the Contractor on is attached to the original notice.
Payments due or to become due under this contract should be made to the undersigned assignee.
Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.
Very truly yours, | ||
CITIBANK, N.A., as Collateral Trustee |
||
By: |
|
|
Name: | ||
Title: |
ACKNOWLEDGMENT
Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at (a.m.) (p.m.) on , .
|
[signature and title] |
On Behalf of |
|
[name of addressee of this notice] |
Exhibit 4.29
EXECUTION VERSION
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.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL PRODUCTS COMPANY LLC | ||||
By: |
/s/ James Zabriskie |
|||
Name: | James Zabriskie | |||
Title: | President and Treasurer | |||
FEDERAL-MOGUL IGNITION LLC | ||||
By: |
/s/ David G. Jachcik |
|||
Name: | David G. Jachcik | |||
Title: | President and Treasurer |
[Signature Page to Assumption to June 2017 Collateral Agreement]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
None.
Supplement to Schedule 3
None
Supplement to Schedule 4
None
Exhibit 4.30
EXECUTION VERSION
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.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1 -A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
FEDERAL-MOGUL NEW PRODUCTS, INC. | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer | |||
FEDERAL-MOGUL PRODUCTS US LLC | ||||
By: |
/s/ David Jachcik |
|||
Name: | David Jachcik | |||
Title: | President & Treasurer |
[Signature Page to Assumption to June 2017 Collateral Agreement]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
None.
Supplement to Schedule 3
None
Supplement to Schedule 4
None
Exhibit 4.31
EXECUTION VERSION
ASSUMPTION AGREEMENT
(June 2017 Collateral Agreement)
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.
W I T N E S S E T H :
WHEREAS, Tenneco Inc. (as successor by merger to Federal-Mogul LLC) (the Company ) and certain of its Subsidiaries (other than the Additional Grantors) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the PP&E Indenture Secured Parties;
WHEREAS, each Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. Each Additional Grantor hereby represents and warrants, as to itself, that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
TENNECO INC., as the Company |
By: |
/s/ Paul D. Novas |
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
TENNECO INTERNATIONAL HOLDING CORP. | ||
TENNECO GLOBAL HOLDINGS INC. | ||
TMC TEXAS INC. | ||
THE PULLMAN COMPANY | ||
CLEVITE INDUSTRIES INC. |
By: |
/s/ Paul D. Novas |
Name: Paul D. Novas | ||
Title: Vice President, Finance |
[Signature Page to Assumption Agreement (June 2017 Collateral Agreement)]
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1.01A
See Section 8 of that certain Perfection Certificate, dated October 1, 2018, by Tenneco Inc. and certain Subsidiaries thereof in favor of the Collateral Trustee (the Perfection Certificate ).
Supplement to Schedule 1.01B
See Section 7 of the Perfection Certificate.
Supplement to Schedule 1.01C
None.
Supplement to Schedule 3.02
See Section 4 of the Perfection Certificate.
Supplement to Schedule 3.06
See Section 9 of the Perfection Certificate.
Supplement to Schedule 3.09
None.
Supplement to Schedule 4.01
None.
Exhibit 4.32
Execution Version
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.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
B. Reference is made to that certain Indenture (as amended, supplemented or otherwise modified from time to time, the Indenture ), dated as of the date hereof, among Federal-Mogul LLC, a Delaware limited liability company (the Company ), Federal-Mogul Financing Corporation, a Delaware corporation ( FinCo ), each as issuers, the subsidiaries of the Company as guarantors party thereto, The Bank of New York Mellon, London Branch, as trustee and as paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar and transfer agent.
C. As a condition to the ability of the Borrower to incur Other First Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Other First Lien Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 5.14 of the Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the Additional Senior Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.14 of the Intercreditor Agreement. The undersigned Additional Senior Class Debt Representative (the New Representative ) is executing this Joinder Agreement in accordance with the requirements of the Intercreditor Agreement and the First Lien Security Documents.
Accordingly, the New Representative agrees as follows:
SECTION 1. In accordance with Section 5.14 of the Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Additional Senior Class Debt in respect of the Indenture becomes subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had
originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Other First Lien Secured Parties in respect of the Indenture. Each reference to an Authorized Representative in the Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The New Representative represents and warrants to the Collateral Trustee, each Authorized Representative and the other First Lien Secured Parties, individually, that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as trustee under the Indenture, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally or by equitable principles relating to enforceability, and (c) the Other First Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representatives entry into this Joinder Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Other First Lien Secured Parties.
SECTION 3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when the Collateral Trustee shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.
SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.
SECTION 5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPALS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to them at their respective addresses set forth below their signatures hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the New Representative has duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.
THE BANK OF NEW YORK MELLON, LONDON BRANCH , as Additional Senior Class Debt Representative (in its capacity as trustee for the holders of the Notes under the Indenture as defined in this Joinder Agreement) |
||||
By: |
/s/ Trevor Blewer |
|||
Name: | Trevor Blewer | |||
Title: | Vice President | |||
Address for notices: | ||||
One Canada Square | ||||
London E14 5AL | ||||
Attention of: Corporate Trust Administration | ||||
Telecopy: corpsov4@bnymellon.com |
Each of the undersigned acknowledges, and acknowledges receipt of, this Joinder Agreement: | ||||
CITIBANK, N.A. , as Collateral Trustee | ||||
By: |
/s/ David Foster |
|||
Name: | David Foster | |||
Title: | Vice President |
CREDIT SUISSE, AG, CAYMAN ISLANDS BRANCH , as Tranche C Term Administrative Agent and an Authorized Representative | ||||
By: |
/s/ Christopher Day |
|||
Name: | Christopher Day | |||
Title: | Authorized Signatory | |||
By: |
/s/ Karim Rahimtoola |
|||
Name: | Karim Rahimtoola | |||
Title: | Authorized Signatory |
WILMINGTON TRUST, NATIONAL ASSOCIATION , as Initial Other Authorized Representative | ||||
By: |
/s/ Hallie E. Field |
|||
Name: | Hallie E. Field | |||
Title: | Assistant Vice President |
Exhibit 4.33
Execution Version
COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT AGREEMENT
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 the Collateral Trust Agreement and under each other Collateral Trust Security Document effective as of the date hereof and (ii) the retiring Collateral Trustee under the Collateral Trust Agreement and each other Collateral Trust Security Document effective as of the Succession Effective Date (Citibank in such capacity, the Retiring Collateral Trustee ), Credit Suisse AG, in its capacity as a PP&E First Lien Agent, Wilmington Trust, National Association, in its capacity as a PP&E First Lien Agent, The Bank of New York Mellon, London Branch, in its capacity as a PP&E First Lien Agent, Federal-Mogul LLC (the Borrower ) and the other Loan Parties party hereto.
WHEREAS, reference is made to that certain Term Loan and Revolving Credit Agreement dated as of December 27, 2007, as amended as of December 6, 2013 and as of April 15, 2014, among the Borrower, the lenders party thereto, Citibank, as administrative agent with respect to the revolving credit facility referenced therein, Credit Suisse AG, as administrative agent with respect to the tranche C term facility referenced therein, and the other parties thereto from time to time (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement );
WHEREAS, reference is made to that certain Amended and Restated Collateral Trust Agreement dated as of April 15, 2014 among the Borrower and the other Loan Parties party thereto from time to time, Credit Suisse AG, in its capacity as a PP&E First Lien Agent, Citibank, in its capacities as the ABL Agent, a PP&E First Lien Agent and as Collateral Trustee and the other parties party thereto, as amended and supplemented by (i) that certain Collateral Trust Joinder, dated as of March 30, 2017, among Citi, as Collateral Trustee, and Wilmington Trust, National Association, as New Representative (as defined therein) and (ii) that certain Collateral Trust Joinder, dated as of June 29, 2017, among Citi, as Collateral Trustee, and The Bank of New York Mellon, London Branch, as New Representative (as defined therein) (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Collateral Trust Agreement ; capitalized terms used herein without definition shall have the meanings attributed to such terms in the Collateral Trust Agreement (unless otherwise indicated));
WHEREAS, as of the date hereof, the Borrower, BANA, in its capacity as successor administrative agent under the revolving credit facility, Credit Suisse AG, in its capacity as administrative agent with respect to the tranche C term loan facility, the lenders party thereto and the other parties thereto have entered into that certain Increase, Joinder and Amendment Agreement (the Credit Agreement Amendment ) amending the Existing Credit Agreement pursuant to the terms thereof (the Existing Credit Agreement as amended by the Credit Agreement Amendment and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement );
WHEREAS, pursuant to the Credit Agreement Amendment and this Agreement, as applicable, the parties thereto and hereto, as applicable (with respect to the Representatives, only as to clauses (a)(iii)
and (b)(ii)), have agreed or hereby agree, as applicable that (a) BANA shall be appointed as (i) successor to Citibank as Revolving Administrative Agent under and as defined in the Credit Agreement pursuant to the terms of the Credit Agreement Amendment effective as of the date hereof, (ii) a co-collateral trustee with Citibank (in Citibanks capacity as Collateral Trustee effective as of the date hereof) in accordance with Section 5.10 of the Collateral Trust Agreement and pursuant to the terms of this Agreement (BANA and Citibank each in such capacity, a Co-Collateral Trustee ) and (iii) sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date; and (b) Citibank shall resign as (i) Revolving Administrative Agent under and as defined in the Existing Credit Agreement effective as of the date hereof and (ii) Co-Collateral Trustee and as Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date in accordance with Section 5.07 of the Collateral Trust Agreement;
WHEREAS, in accordance with Section 5.10 of the Collateral Trust Agreement, Citibank, BANA, and the Loan Parties party hereto desire to appoint BANA as a Co-Collateral Trustee on the terms and conditions set forth herein and each of the Representatives has no objection to such appointment; and
WHEREAS, in accordance with Section 5.07 of the Collateral Trust Agreement, (i) the Retiring Collateral Trustee desires to resign as the Collateral Trustee under the Collateral Trust Agreement and under the other Collateral Trust Security Documents effective as of the Succession Effective Date and (ii) the Retiring Collateral Trustee and each of the Loan Parties party hereto desire to appoint the Successor Collateral Trustee as Co-Collateral Trustee effective as of the date hereof and each of the Representatives and the Loan Parties hereto desire to appoint the Successor Collateral Trustee as sole Collateral Trustee effective as of the Succession Effective Date, in each case under the Collateral Trust Agreement and the other Collateral Trust Security Documents, and Citi and BANA each desires to accept such appointment, and each of the Representatives and the Loan Parties party hereto is willing to consent to such appointment, in each case on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Appointment of Co-Collateral Trustee; Resignation of Retiring Collateral Trustee; and Appointment of Successor Collateral Trustee .
(a) Pursuant to Section 5.10 of the Collateral Trust Agreement, BANA is hereby appointed, and BANA hereby accepts such appointment, to act as Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Document with Citibank in such capacity (until the Succession Effective Date), effective as of the date hereof, and the Borrower and the other Loan Parties hereby consent to such appointment. In accordance with Section 5.10 of the Collateral Trust Agreement, such appointment shall be subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by BANA as Co-Collateral Trustee or any agent (including Citibank its capacity as Co-Collateral Trustee) appointed by BANA, in such capacity;
2
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee under the Collateral Trust Agreement and under the other Collateral Trust Security Documents shall be conferred or imposed and exercised or performed by the Co-Collateral Trustees acting jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by Citibank, as Collateral Trustee, shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on Citibank, as Collateral Trustee, which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by BANA as Co-Collateral Trustee or any agent (including Citibank in its capacity as Co-Collateral Trustee) appointed by BANA in such capacity;
(iii) no power given by the relevant Collateral Trust Security Documents to, or which it is provided therein may be exercised by, Citibank as Collateral Trustee shall be exercised thereunder by Citibank as Collateral Trustee except jointly with, or with the consent in writing of, BANA, anything contained herein or therein to the contrary notwithstanding;
(iv) no Co-Collateral Trustee shall be personally liable by reason of any act or omission of any other Co-Collateral Trustee hereunder;
(v) the Borrower and BANA, in its capacity as Co-Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove Citibank, as Co-Collateral Trustee, and, in that case by an instrument in writing executed by them jointly, may appoint a successor Co-Collateral Trustee anything contained herein or in the Collateral Trust Agreement to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from BANA, as Co-Collateral Trustee, to do so, or if a Notice of Event of Default is in effect, BANA, as Co-Collateral Trustee, shall have the power to accept the resignation of or remove Citibank, as Collateral Trustee and as Co-Collateral Trustee, and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing BANA, as Co-Collateral Trustee, its agent and attorney to act for it in such connection in such contingency. If BANA, as Co-Collateral Trustee, shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, BANA, as Co-Collateral Trustee, may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Borrower and BANA, as Co-Collateral Trustee, or by BANA, as Co-Collateral Trustee, alone pursuant to Section 5.10(b) of the Collateral Trust Agreement;
(vi) all notices, instructions or other communications given by BANA, as Co-Collateral Trustee, to Citibank, as Co-Collateral Trustee, shall be given in writing or by telecopy transmission to the corporate trust division designated by the Retiring Collateral Trustee pursuant to Section 6.01 of the Collateral Trust Agreement, with copies addressed to its counsel, Davis Polk & Wardwell LLP, Attention: Jonathan B. Brown, at 450 Lexington Avenue, New York, NY 10017, Telephone: (212) 450-3153, Email: jonathan.brown@davispolk.com; provided
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that any notice, instruction or other communication to Citibank, in its capacity as Co-Collateral Trustee, shall not be effective until received by such Co-Collateral Trustee and its counsel in writing or by facsimile transmission in accordance with the foregoing; and
(vii) all notices, instructions or other communications given by Citibank, as Co-Collateral Trustee, to BANA, as Co-Collateral Trustee, shall be given in writing or by telecopy transmission to BANA at its address for notices set forth in Section 8 ; provided that any notice, instruction or other communication to BANA, in its capacity as Co-Collateral Trustee, shall not be effective until received by such Co-Collateral Trustee in writing or by facsimile transmission in accordance with the foregoing.
(b) Pursuant to Section 5.07 of the Collateral Trust Agreement, Citibank, in its capacity as Collateral Trustee and as a Co-Collateral Trustee, hereby resigns as Collateral Trustee and as Co-Collateral Trustee, in each case, effective as of the Succession Effective Date. Each of the Representatives and the Loan Parties party hereto hereby waive any prior written notice requirement of such resignation pursuant to Section 5.07 of the Collateral Trust Agreement or any other Collateral Trust Security Document. Pursuant to Section 5.07 of the Collateral Trust Agreement, the Representatives hereby appoint BANA, and BANA hereby accepts such appointment, to act as the sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, effective as of the Succession Effective Date, and the Loan Parties hereby consent to such appointment. The Loan Parties and the undersigned Representatives acknowledge that any and all amounts owed to the Retiring Collateral Trustee under this Agreement or any Collateral Trust Security Document shall constitute Secured Obligations and First Priority Obligations, as applicable, for all purposes of the Collateral Trust Agreement and shall be entitled to the priority afforded to them under the Collateral Trust Agreement.
(c) The Retiring Collateral Trustee hereby assigns to the Successor Collateral Trustee each of the Liens and security interests granted to the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents for its benefit and the benefit of the Secured Parties, together with any claims, awards, and judgments, if any, in favor of the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents, and the Successor Collateral Trustee hereby assumes all such Liens and security interests, for its benefit and for the benefit of the Secured Parties. For the avoidance of doubt, (x) nothing in the foregoing sentence shall require the Retiring Collateral Trustee to assign to the Successor Collateral Trustee any fees or expenses or any claims, awards or judgments relating to indemnity, reimbursement or other protections to which the Retiring Collateral Trustee is entitled under the Collateral Trust Security Documents (in its capacity as a Representative or as Collateral Trustee) received or incurred by, or due to, the Retiring Collateral Trustee prior to the Succession Effective Date and (y) the Retiring Collateral Trustee hereby waives its right to the payment of any fees required to be paid pursuant to that certain Fee Letter dated as of April 3, 2014 between Federal-Mogul Corporation and Citigroup Global Markets Inc. (as amended, the Citi Fee Letter ) that accrue from the date hereof through and including the Succession Effective Date.
(d) The Loan Parties, the Representatives party hereto and the Retiring Collateral Trustee hereby authorize the Successor Collateral Trustee to file, on or after the date hereof, any UCC assignments or other assignments and amendments with respect to the UCC financing
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statements, the mortgages, and other filings in respect of the Collateral, and to execute such other agreements or amendments in respect of the Collateral and the Collateral Trust Security Documents, including filings with the United States Patent and Trademark Office and the United States Copyright Office and assignments and/or amendments to account control agreements, as the Successor Collateral Trustee deems necessary or appropriate to evidence the Successor Collateral Trustees appointment as a Co-Collateral Trustee effective as of the date hereof and succession as the Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date.
(e) The Successor Collateral Trustee shall act in good faith to take possession and control of all Collateral and Liens in the possession or control of the Retiring Collateral Trustee (the Possessory Collateral ), and the Retiring Collateral Trustee shall act in good faith to deliver all Possessory Collateral to the Successor Collateral Trustee (or its designated counsel), in each case as expeditiously as possible following the Succession Effective Date. Until such time as all Collateral in the possession or control of the Retiring Collateral Trustee (in its capacity as such), all Liens granted in favor of the Retiring Collateral Trustee (in its capacity as such) in the Collateral and all UCC-1 financing statements and other filings and registrations (including any documents filed or registered with the United States Copyright Office or the United States Patent and Trademark Office) that name Citibank as Collateral Trustee as a secured party have been assigned or otherwise transferred to the Successor Collateral Trustee, if applicable, the Retiring Collateral Trustee shall continue to hold such Collateral and/or Liens on such Collateral as Co-Collateral Trustee and/or bailee of the Successor Collateral Trustee in accordance with the terms of this Agreement and the Collateral Trust Agreement, solely for the purposes of maintaining the priority and perfection of such Liens. Citibank, in its capacity as a Co-Collateral Trustee and as Retiring Collateral Trustee, shall be entitled to all the benefits of a Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents (including, without limitation, Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 5.02, 5.03, 5.04, 5.05 and 5.06 of the Collateral Trust Agreement (collectively, the Surviving Provisions )) with respect to all actions taken or omitted to be taken by Citibank in its capacities as the Collateral Trustee and/or Co-Collateral Trustee. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, the Loan Parties agree that all such Liens shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by the Loan Parties.
2. Rights, Duties and Obligations .
(a) As of the date hereof, BANA is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and Citibank and BANA jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
(b) As of the Succession Effective Date, the Successor Collateral Trustee is hereby automatically vested with all the rights, powers, discretion and privileges of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of such date and as described therein, and the Successor Collateral Trustee assumes from and after the Succession Effective Date all of the obligations, responsibilities and duties of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Security Documents effective as of such date and in accordance with the terms of the Collateral Trust Security Documents. Except as
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expressly set forth herein, nothing in this Agreement shall be deemed to constitute a termination of any provision of any Collateral Trust Security Document (including, without limitation, the Surviving Provisions) that pertain to Citibank in its capacity as the Retiring Collateral Trustee and as Co-Collateral Trustee and that expressly survive the Retiring Collateral Trustees resignation. The Loan Parties and the undersigned Representatives hereby agree that the Surviving Provisions that expressly survive the Retiring Collateral Trustees resignation shall apply to all actions taken or omitted to be taken by Citibank under or in connection with this Agreement and the Collateral Trust Security Documents, whether taken or omitted before or after the date of this Agreement.
(c) The Loan Parties and the undersigned Representatives acknowledge that Citibank shall have no liability (x) for actions taken or omitted to be taken by Citibank at the direction or with the consent of BANA pursuant to this Agreement, or (y) for actions taken or omitted to be taken by BANA in its capacity as Co-Collateral Trustee or as Successor Collateral Trustee, or (z) for any other event or action related to the Collateral Trust Agreement or Collateral Trust Security Documents arising after the Succession Effective Date. For the avoidance of doubt, the Successor Collateral Trustee, the undersigned Representatives and the Loan Parties acknowledge and agree that nothing in this Agreement shall grant the Successor Collateral Trustee any right to indemnification by the Retiring Collateral Trustee. For the avoidance of doubt, (x) the Successor Collateral Trustee shall bear no responsibility for any action taken or omitted to be taken by the Retiring Collateral Trustee in its capacity as Collateral Trustee before the Succession Effective Date or for any other event or action related to the Collateral Trust Agreement or any other Collateral Trust Security Document that occurred before the Succession Effective Date (except, in each case, for such actions taken by BANA as Co-Collateral Trustee) and (y) the Retiring Collateral Trustee shall bear no responsibility for any action taken or omitted to be taken by the Successor Collateral Trustee in its capacity as Collateral Trustee on or after the Succession Effective Date or for any other event or action related to the Collateral Trust Agreement or any other Collateral Trust Security Document that may occur on or after the Succession Effective Date.
3. Representations and Warranties .
(a) Each of Citibank and BANA hereby represents and warrants on and as of the date hereof that (i) it is legally authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed and delivered this Agreement and (iii) this Agreement is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting the rights or remedies of creditors or by the effect of general principles of equity (whether enforcement is sought in equity or at law).
(b) Each Loan Party hereby represents and warrants on and as of the date hereof that (i) it is legally authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed and delivered this Agreement and (iii) this Agreement is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting the rights or remedies of creditors or by the effect of general principles of equity (whether enforcement is sought in equity or at law).
(c) Except as set forth in Section 3(a) above, this Agreement is made without any representations or warranties by the Retiring Collateral Trustee or the Successor Collateral Trustee, of any kind or nature whatsoever, whether express, implied or imposed by law including, without limitation, (i) any of the warranties described in Section 3-416 and Section 3-417 (or
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comparable provisions) of the Uniform Commercial Code of any jurisdiction (or any comparable or similar provisions under the applicable laws of jurisdiction outside the United States), which warranties are hereby expressly disclaimed, with respect to the title, legality, validity or enforceability of any of the documents, instruments and agreements which relate to the Security Instruments, including, without limitation, the Collateral Trust Security Documents; (ii) the completeness of any information contained in the Collateral Trust Security Documents; (iii) the validity, sufficiency or enforceability of any Collateral Trust Security Document; (iv) the collectability of any amount owed to any Secured Party by any Loan Party; (v) the financial condition of any Loan Party; (vi) the validity, enforceability, attachment, priority or perfection of any security interest, mortgage or other lien described in the Collateral Trust Security Documents; (vii) the existence, value or condition of any Collateral; or (viii) the accuracy, completeness or reliability of any reports or other information prepared by third-parties, including, without limitation, audits, appraisals, opinions of value, environmental site assessments, lien searches, title searches, title certificates, property descriptions, title insurance policies and property surveys.
4. Retiring Collateral Trustees and Loan Parties Covenants . The Retiring Collateral Trustee covenants and agrees that it will use its reasonable best efforts, at the Borrowers sole expense, to (i) execute all documents as may reasonably be requested by the Successor Collateral Trustee to transfer the rights and privileges of the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents to the Successor Collateral Trustee (each in form and substance reasonably satisfactory to the Retiring Collateral Trustee) and (ii) take all actions reasonably requested by the Successor Collateral Trustee or its representatives and reasonably acceptable to the Borrower to facilitate the transfer of information to the Successor Collateral Trustee in connection with the Collateral Trust Security Documents; provided that (A) the Borrower shall be solely responsible for the transfer and production of any Collateral Trust Security Documents and/or other documents that the Successor Collateral Trustee may reasonably require and that are in the Borrowers possession or that the Borrower may reasonably be able to obtain, in connection with this Agreement and (B) the Loan Parties agree to take such action as may reasonably be necessary to evidence the resignation, appointment and assignment of the Liens and security interests. Notwithstanding the foregoing, it is expressly understood by all parties that the Retiring Collateral Trustee effective on the Succession Effective Date shall be automatically discharged from all duties and obligations arising under the Collateral Trust Security Documents from and after the Succession Effective Date without further action by any Person and, except as expressly provided herein, nothing contained herein is intended to create any duty or obligation on the part of the Retiring Collateral Trustee to continue to act as Co-Collateral Trustee or as Collateral Trustee beyond such date.
5. Consent and Reimbursement; Indemnification .
(a) The Loan Parties hereby consent to all actions reasonably taken by the Co-Collateral Trustees, the Retiring Collateral Trustee and the Successor Collateral Trustee in connection with Sections 1(a) and 4 hereof. The Retiring Collateral Trustee shall be entitled to reimbursement from the Loan Parties of all reasonable fees and costs (including attorneys fees) incurred in connection with responding to any request made pursuant to Section 4 hereof, in each case to the extent such fees and costs would be reimbursable under the Surviving Provisions of the Collateral Trust Agreement, and such fees and costs shall constitute Secured Obligations and First Priority Obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents.
(b) Notwithstanding anything herein to the contrary, Citibank, in its capacity as Co-Collateral Trustee, will be under no obligation to take any action at the direction of BANA
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pursuant to Section 1(a) hereof that, in its opinion or the opinion of its counsel, may expose Citibank, in its capacity as Co-Collateral Trustee, to any liability or that is contrary to any Collateral Trust Security Document or applicable law.
6. Fees and Expenses .
(a) The Borrower shall be responsible for reasonable and documented out-of-pocket costs and expenses incurred by the Retiring Collateral Trustee, the Successor Collateral Trustee and the Representatives in connection with the execution and delivery of this Agreement and the effectuation of the assignments contemplated hereby. In furtherance of the foregoing, the Borrower agrees to pay or reimburse the Retiring Collateral Trustee and the Successor Collateral Trustee promptly upon demand within ten (10) days after receipt of a reasonably detailed invoice therefor for all such reasonable and documented out-of-pocket costs and expenses (including reasonable fees and disbursements of external counsel); provided that, notwithstanding anything herein to the contrary, the Borrower shall only be required to pay or reimburse each of the Retiring Collateral Trustee and the Successor Collateral Trustee for one such invoice for all such costs and expenses of the Retiring Collateral Trustee and the Successor Collateral Trustee, as applicable, in connection with the Succession Effective Date. For the avoidance of doubt, any reasonable and documented out-of-pocket costs and expenses incurred by the Retiring Collateral Trustee in connection with the execution and delivery of this Agreement and the effectuation of the assignments contemplated hereby that remain unreimbursed after the Succession Effective Date shall constitute Secured Obligations and First Priority Obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents.
(b) Commencing on the date hereof, (i) BANA shall be entitled to receive reimbursement of fees and expenses pursuant to Sections 4.03, 4.04, 4.05, 4.06 of the Collateral Trust Agreement and (ii) Citibank shall cease to be entitled to receive the Collateral Trustee fees provided by the Citi Fee Letter; provided that Citibank shall remain entitled to receive any other unpaid fees and expenses owed to it pursuant to the Citi Fee Letter (other than those fees waived pursuant to Section 1(c) ) and any Collateral Trust Security Documents (including fees and expenses incurred in its capacity as Collateral Trustee that have been accrued but not yet invoiced as of the date hereof) and shall be permitted to retain any fees paid to it prior to the date hereof. All other provisions of the Collateral Trust Security Documents providing for the payment of fees and expenses of, and providing indemnities for the benefit of, the Retiring Collateral Trustee shall remain in full force and effect for the benefit of the Successor Collateral Trustee and the Retiring Collateral Trustee.
7. Amendments . The parties hereby agree and acknowledge that, (i) from and after the date hereof, each of Citibank (until the Succession Effective Date) and BANA shall be, and shall be deemed to be, a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents and (ii) from and after the Succession Effective Date, BANA shall be, and shall be deemed to be, the sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents. In furtherance of the foregoing, and subject to the terms of Section 2 hereof, as of the Succession Effective Date, unless the context otherwise requires, all recitals, introductory paragraphs, defined terms and other references to Citibank, N.A. as the Collateral Trustee in the Collateral Trust Agreement and the other Collateral Trust Security Documents are hereby deemed amended to reference Bank of America, N.A. as the sole Collateral Trustee thereunder. As of the Succession Effective Date, the notice information of the Collateral Trustee for the purposes of Section 6.01 of the Collateral Trust Agreement and all comparable provisions of the Collateral Trust Security Documents shall be supplemented as follows (and the applicable provisions are hereby deemed amended as follows):
If to Bank of America, N.A., as Collateral Trustee:
Kindra Mullarky
Bank of America Business Capital
Bank of America Merrill Lynch
Bank of America, N.A.
2600 West Big Beaver Road
Troy, MI 48084
Mail Code: MI8-900-02-70
Phone: (248) 631-0532
Fax: (312) 453-2936
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From and after the date hereof, this Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement).
8. Succession Effective Date . The Succession Effective Date means the date that is the earlier of (i) the first date on which each of the following conditions has been satisfied:
(a) the Successor Collateral Trustee shall have executed and delivered to the Retiring Collateral Trustee, the Borrower and the undersigned Representatives a written notice acknowledging that, in accordance with Sections 1(c), (d) and (e) hereof, (x) all Collateral in the possession or control of the Retiring Collateral Trustee, (y) all Liens granted in favor of the Retiring Collateral Trustee in the Collateral and (z) all UCC-1 financing statements and other filings and registrations (including any documents filed or registered with the United States Copyright Office or the United States Patent and Trademark Office) that name Citibank as Collateral Trustee as a secured party have been assigned or otherwise transferred to the Successor Collateral Trustee in form and substance reasonably satisfactory to the Successor Collateral Trustee in accordance with the terms of this Agreement and the Collateral Trust Agreement; and
(b) the Borrower shall have reimbursed each of the Retiring Collateral Trustee and the Successor Collateral Trustee for all reasonable and documented out-of-pocket fees, charges and expenses due and payable as of the Succession Effective Date (including the reasonable fees and disbursements of external counsel to the Retiring Collateral Trustee and the Successor Collateral Trustee through and including the Succession Effective Date) (other than those fees waived pursuant to Section 1(c) ); and
(ii) the date that is 45 days (or such later date as Citibank may agree in its sole discretion) following the date hereof.
The Retiring Collateral Trustee shall notify in writing (which may be by electronic mail) the Borrower and each Representative of the occurrence of the Succession Effective Date; provided that the failure to provide such notice shall not affect the occurrence of the Succession Effective Date.
9. Entire Agreement . This Agreement states the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or verbal, and may not be amended except in writing signed by a duly authorized representative of each of the respective parties hereto. Except as specifically modified by this Agreement, the Collateral Trust Agreement and the other Collateral Trust Security Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. This Agreement shall constitute a Collateral Trust Security Document under the Collateral Trust Agreement.
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10. Waiver . No failure by any Representative, the Retiring Collateral Trustee or the Successor Collateral Trustee to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Collateral Trust Security Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Collateral Trust Security Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable law.
11. Submission to Jurisdiction . Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and any appellate court from the foregoing, in any action or proceeding arising out of or relating to this agreement or any other Collateral Trust Security Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the agents and lenders retain the right to serve process in any other manner permitted by law or to bring proceedings against any loan party in the courts of any other jurisdiction in connection with the exercise of any rights under any collateral document or the enforcement of any judgment.
12. WAIVERS OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL TRUST SECURITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER COLLATERAL TRUST SECURITY DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
13. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
14. Conditions Precedent to Effectiveness . This Agreement shall become effective on and as of the date that each of the Successor Collateral Trustee, the Retiring Collateral Trustee, each of the Loan Parties and the undersigned Representatives shall have executed and delivered this Agreement; provided that the Succession Effective Date shall occur in accordance with the definition thereof set forth in Section 8 hereof.
15. Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to
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replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
16. Counterparts and Facsimile . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
17. Consent to Collateral Trust and Intercreditor Agreement Amendments . Each Representative, on behalf of itself and each holder of Secured Obligations represented by it, and each of the other parties party hereto, hereby acknowledges and agrees that (i) the ABL Intercreditor Agreement, (ii) that certain Pari Passu Intercreditor Agreement, dated as of March 30, 2017 among Credit Suisse AG, as Tranche C Term Administrative Agent, Citibank, as Collateral Trustee, Wilmington Trust, National Association, as the Initial Other Authorized Representative (as defined therein) and each of the other Representatives and Loan Parties party thereto (as amended, supplemented or otherwise modified from time to time, the Pari Passu Intercreditor Agreement ) and (iii) the Collateral Trust Agreement and any other applicable Collateral Trust Security Document, in each case, may be amended on or after the date hereof with the written consent of the Successor Collateral Trustee and the Borrower to give effect to the resignation of Citibank and appointment of BANA in their respective capacities as set forth herein and in the Credit Agreement Amendment, as applicable, including, without limitation, with respect to the assignment of the Liens and security interests as set forth herein.
18. Joinder to Collateral Trust and Intercreditor Agreements .
(a) Each Representative, on behalf of itself and each holder of Secured Obligations represented by it, and each of the other parties party hereto, hereby acknowledges that, on and as of the date hereof, (x) (i) BANA, in its capacity as Revolving Administrative Agent under and as defined in the Credit Agreement, shall constitute the ABL Agent and the Designated ABL Agent under, and as defined in, the ABL Intercreditor Agreement, (ii) the Revolving Credit Facility under and as defined in the Credit Agreement shall constitute an ABL Loan Facility under, and as defined in, the ABL Intercreditor Agreement and (iii) this Agreement shall constitute a joinder agreement described in Section 7.19(d) of the ABL Intercreditor Agreement, (y) without limitation of the provisions of Sections 1(e) , 2(b) , and 5(a) hereof, BANA, in its capacity as Co-Collateral Trustee and Successor Collateral Trustee, as applicable, shall be deemed to be the Collateral Trustee under, and as defined in each of the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement and (z) (i) BANA, in its capacity as Revolving Administrative Agent under and as defined in the Credit Agreement, shall constitute the Revolving Administrative Agent and a First Priority Representative under, and as defined in, the Collateral Trust Agreement and (ii) this Agreement shall constitute a Collateral Trust Joinder under, and as defined in, the Collateral Trust Agreement.
(b) BANA, in its capacity as ABL Agent (pursuant to Section 18(a) above), on behalf of itself and each holder of Borrowing Base Priority Obligations (as defined in the ABL Intercreditor Agreement after giving effect to this Agreement) represented by it hereby agrees, for the enforceable benefit of all holders of each existing and future series of Secured Obligations that (x) all such Borrowing Base Priority Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Borrowing Base Priority Obligations for which BANA is acting as ABL Agent, whether or not upon property otherwise constituting collateral for such obligations, and that all such Liens will be enforceable by the
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Collateral Trustee for the benefit of all holders of Borrowing Base Priority Obligations equally and ratably, (y) BANA and each holder of Borrowing Base Priority Obligations for which BANA is acting as ABL Agent are bound by the provisions of the Collateral Trust Agreement, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement (if applicable), including the provisions relating to ranking of Liens and the order of application of proceeds from the enforcement of Liens, and (z) BANA, in its capacity as ABL Agent, consents to the Co-Collateral Trustees, the Retiring Collateral Trustee and the Successor Collateral Trustee performing, and directs each such Person to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Borrowing Base Priority Obligations for which BANA is acting as ABL Agent, as contemplated herein and therein.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
CITIBANK, N.A. ,
as Co-Collateral Trustee and as Retiring Collateral Trustee
By: |
/s/ David G. Foster |
|||
Name: | David G. Foster | |||
Title: | Attorney-In-Fact |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
BANK OF AMERICA, N.A., | ||||
as Co-Collateral Trustee, Successor Collateral Trustee, ABL Agent and a First Priority Representative | ||||
By: |
/s/ Kindra M. Mullarky |
|||
Name: | Kindra M. Mullarky | |||
Title: | Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
CREDIT SUISSE AG, Cayman Islands Branch | ||||
as a PP&E First Lien Agent and a First Priority Representative | ||||
By: |
/s/ Christopher Day |
|||
Name: | Christopher Day | |||
Title: | Authorized Signatory | |||
By: |
/s/ D. Andrew Maletta |
|||
Name: | D. Andrew Maletta | |||
Title: | Authorized Signatory |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||||
as a PP&E First Lien Agent and a First Priority Representative | ||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: | Jane Y. Schweiger | |||
Title: | Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
THE BANK OF NEW YORK MELLON, LONDON BRANCH, | ||||
as a PP&E First Lien Agent and a First Priority Representative | ||||
By: |
/s/ Marco Thuo |
|||
Name: | Marco Thuo | |||
Title: | Vice President | |||
By: |
/s/ Marilyn Chau |
|||
Name: | Marilyn Chau | |||
Title: | Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
FEDERAL-MOGUL LLC , as Borrower | ||||
By: |
/s/ Michelle Epstein Taigman |
|||
Name: | Michelle Epstein Taigman | |||
Title: | Senior Vice President, Co-General Counsel and Secretary |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
FEDERAL-MOGUL FINANCING CORPORATION | ||
BECK ARNLEY HOLDINGS LLC | ||
CARTER AUTOMOTIVE COMPANY LLC | ||
F-M MOTORPARTS TSC LLC | ||
FEDERAL-MOGUL FILTRATION LLC | ||
FEDERAL-MOGUL WORLD WIDE LLC | ||
MUZZY-LYON AUTO PARTS LLC | ||
FEDERAL-MOGUL MOTORPARTS LLC | ||
FEDERAL-MOGUL CHASSIS LLC | ||
By: |
/s/ Michelle Epstein Taigman |
|
Name: | Michelle Epstein Taigman | |
Title: | Secretary | |
FEDERAL-MOGUL IGNITION COMPANY | ||
FEDERAL-MOGUL PISTON RINGS, LLC | ||
FEDERAL-MOGUL POWERTRAIN LLC | ||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||
FEDERAL-MOGUL PRODUCTS, INC. | ||
FELT PRODUCTS MFG. CO. LLC | ||
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President and Treasurer | |
F-M TSC REAL ESTATE HOLDINGS LLC | ||
By: |
/s/ Susan Fisher |
|
Name: | Susan Fisher | |
Title: | Treasurer and Secretary |
[Signature Page to Collateral Trustee Resignation and Appointment Agreement]
Exhibit 4.34
COLLATERAL TRUSTEE RESIGNATION AND APPOINTMENT, JOINDER, ASSUMPTION AND DESIGNATION AGREEMENT
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 Parents 4.875% Senior Secured Notes due 2022 and Floating Rate Senior Secured Notes due 2024 (the Indenture ), as a PP&E First Lien Agent; (c) Bank of America, N.A. ( BANA ) in its capacity as (i) a Co-Collateral Trustee under the Collateral Trust Agreement and under each other Collateral Trust Security Document effective as of the date hereof and (ii) the retiring Collateral Trustee under the Collateral Trust Agreement and each other Collateral Trust Security Document effective as of the Succession Effective Date (BANA in such capacity, the Retiring Collateral Trustee ); (d) The Bank of New York Mellon, London Branch, in its capacity as a PP&E First Lien Agent; (e) JPMorgan Chase Bank, N.A. ( JPM ), in its capacity as a First Priority Representative with respect to First Priority Obligations; (f) Tenneco Inc. (as successor to Federal-Mogul LLC) (the Parent ) and (g) the other Loan Parties (as defined in the ABL Intercreditor Agreement (as defined in the Collateral Trust Agreement)) party hereto.
WHEREAS, reference is made to that certain Amended and Restated Collateral Trust Agreement dated as of April 15, 2014 among Federal-Mogul LLC and the other Loan Parties party thereto from time to time, Credit Suisse AG, in its capacity as a PP&E First Lien Agent, Citibank N.A. ( Citi ), in its capacities as the ABL Agent, a PP&E First Lien Agent and as Collateral Trustee and the other parties party thereto, as amended and supplemented by (i) that certain Collateral Trust Joinder, dated as of March 30, 2017, among Citi, as Collateral Trustee, and Wilmington Trust, National Association, as New Representative (as defined therein), (ii) that certain Collateral Trust Joinder, dated as of June 29, 2017, among Citi, as Collateral Trustee, and The Bank of New York Mellon, London Branch, as New Representative (as defined therein) and (iii) that certain Collateral Trustee Resignation and Appointment Agreement, dated as of February 23, 2018, by and among BANA, Citi, the Loan Parties thereto and the PP&E First Lien Agents party thereto (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the Collateral Trust Agreement ; capitalized terms used herein without definition shall have the meanings attributed to such terms in the Collateral Trust Agreement (unless otherwise indicated));
WHEREAS, as of the date hereof, the Parent, Tenneco Automotive Operating Company Inc. ( TAOC ), the lenders party thereto and JPM, as administrative agent, have entered into that certain Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement );
WHEREAS, pursuant to this Agreement the parties hereto (with respect to the Representatives, only as to clause (a)(ii)), hereby agree that (a) Wilmington shall be appointed as (i) a co-collateral trustee with BANA (in BANAs capacity as Collateral Trustee effective as of the date hereof) in accordance with Section 5.10 of the Collateral Trust Agreement and pursuant to the terms of this Agreement (Wilmington and BANA each in such capacity, a Co-Collateral Trustee ) and (ii) the sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date; and (b) BANA shall resign as Co-Collateral Trustee and as Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date in accordance with Section 5.07 of the Collateral Trust Agreement;
WHEREAS, in accordance with Section 5.10 of the Collateral Trust Agreement, BANA, Wilmington and the Loan Parties party hereto desire to appoint Wilmington as a Co-Collateral Trustee on the terms and conditions set forth herein and each of the Representatives has no objection to such appointment; and
WHEREAS, in accordance with Section 5.07 of the Collateral Trust Agreement, (i) the Retiring Collateral Trustee desires to resign as the Collateral Trustee under the Collateral Trust Agreement and under the other Collateral Trust Security Documents effective as of the Succession Effective Date and (ii) the Retiring Collateral Trustee and each of the Loan Parties party hereto desire to appoint the Successor Collateral Trustee as Co-Collateral Trustee effective as of the date hereof and each of the Representatives and the Loan Parties hereto desire to appoint the Successor Collateral Trustee as sole Collateral Trustee effective as of the Succession Effective Date, in each case under the Collateral Trust Agreement and the other Collateral Trust Security Documents, and BANA and Wilmington each desires to accept such appointment, and each of the Representatives and the Loan Parties party hereto is willing to consent to such appointment, in each case on the terms and conditions set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Appointment of Co-Collateral Trustee; Resignation of Retiring Collateral Trustee; and Appointment of Successor Collateral Trustee .
(a) Pursuant to Section 5.10 of the Collateral Trust Agreement, Wilmington is hereby appointed, and Wilmington hereby accepts such appointment, to act as Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents with BANA in such capacity (until the Succession Effective Date), effective as of the date hereof, and the Parent and the other Loan Parties hereby consent to such appointment. In accordance with Section 5.10 of the Collateral Trust Agreement, such appointment shall be subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Trustee in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by Wilmington as Co-Collateral Trustee or any agent (including BANA its capacity as Co-Collateral Trustee) appointed by Wilmington, in such capacity;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Trustee under the Collateral Trust Agreement and under the other Collateral Trust Security Documents shall be conferred or imposed and exercised or performed by the Co-Collateral Trustees acting jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by BANA, as Collateral Trustee, BANA shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on BANA, as Collateral Trustee, which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by Wilmington as Co-Collateral Trustee or any agent (including BANA in its capacity as Co-Collateral Trustee) appointed by Wilmington in such capacity;
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(iii) no power given by the relevant Collateral Trust Security Documents to, or which it is provided therein may be exercised by, BANA as Collateral Trustee shall be exercised thereunder by BANA as Collateral Trustee except jointly with, or with the consent in writing of, Wilmington, anything contained herein or therein to the contrary notwithstanding;
(iv) no Co-Collateral Trustee shall be personally liable by reason of any act or omission of any other Co-Collateral Trustee hereunder;
(v) the Parent and Wilmington, in its capacity as Co-Collateral Trustee, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove BANA, as Co-Collateral Trustee, and, in that case by an instrument in writing executed by them jointly, may appoint a successor Co-Collateral Trustee anything contained herein or in the Collateral Trust Agreement to the contrary notwithstanding. If the Parent shall not have joined in the execution of any such instrument within 10 days after it receives a written request from Wilmington, as Co-Collateral Trustee, to do so, or if a Notice of Event of Default is in effect, Wilmington, as Co-Collateral Trustee, shall have the power to accept the resignation of or remove BANA, as Collateral Trustee and as Co-Collateral Trustee, and to appoint a successor without the concurrence of the Parent, the Parent hereby appointing Wilmington, as Co-Collateral Trustee, its agent and attorney to act for it in such connection in such contingency. If Wilmington, as Co-Collateral Trustee, shall have appointed a separate trustee or separate trustees or co-trustee or co-trustees as above provided, Wilmington, as Co-Collateral Trustee, may at any time, by an instrument in writing, accept the resignation of or remove any such separate trustee or co-trustee and the successor to any such separate trustee or co-trustee shall be appointed by the Parent and Wilmington, as Co-Collateral Trustee, or by Wilmington, as Co-Collateral Trustee, alone pursuant to Section 5.10(b) of the Collateral Trust Agreement;
(vi) all notices, instructions or other communications given by Wilmington, as Co-Collateral Trustee, to BANA, as Co-Collateral Trustee, shall be given in writing or by telecopy transmission to Bank of America, N.A., Attention: Kindra Mullarky, at 2600 West Big Beaver Road, Troy, MI 48084, Telephone: (248) 631-0532, Email: kindra.mullarky@baml.com, with copies addressed to its counsel, Davis Polk & Wardwell LLP, Attention: Samantha Hai, at 450 Lexington Avenue, New York, NY 10017, Telephone: (212) 450-4556, Email: samantha.hait@davispolk.com; provided that any notice, instruction or other communication to BANA, in its capacity as Co-Collateral Trustee, shall not be effective until received by such Co-Collateral Trustee in writing or by facsimile transmission in accordance with the foregoing; and
(vii) all notices, instructions or other communications given by BANA, as Co-Collateral Trustee, to Wilmington, as Co-Collateral Trustee, shall be given in writing or by telecopy transmission to Wilmington at its address for notices set forth in Section 8 ; provided that any notice, instruction or other communication to Wilmington, in its capacity as Co-Collateral Trustee, shall not be effective until received by such Co-Collateral Trustee in writing or by facsimile transmission in accordance with the foregoing.
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(b) Pursuant to Section 5.07 of the Collateral Trust Agreement, BANA, in its capacity as Collateral Trustee and as a Co-Collateral Trustee, hereby resigns as Collateral Trustee and as Co-Collateral Trustee, in each case, effective as of the Succession Effective Date. Each of the Representatives and the Loan Parties party hereto hereby waive any prior written notice requirement of such resignation pursuant to Section 5.07 of the Collateral Trust Agreement or any other Collateral Trust Security Document. Pursuant to Section 5.07 of the Collateral Trust Agreement, the Representatives hereby appoint Wilmington, and Wilmington hereby accepts such appointment, to act as the sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, effective as of the Succession Effective Date, and the Loan Parties hereby consent to such appointment. The Loan Parties and the undersigned Representatives acknowledge that any and all amounts owed to the Retiring Collateral Trustee under this Agreement or any Collateral Trust Security Document shall constitute Secured Obligations and First Priority Obligations, as applicable, for all purposes of the Collateral Trust Agreement and shall be entitled to the priority afforded to them under the Collateral Trust Agreement.
(c) The Retiring Collateral Trustee hereby assigns to the Successor Collateral Trustee each of the Liens and security interests granted to the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents for its benefit and the benefit of the Secured Parties, together with any claims, awards, and judgments, if any, in favor of the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents, and the Successor Collateral Trustee hereby assumes all such Liens and security interests, for its benefit and for the benefit of the Secured Parties. For the avoidance of doubt, nothing in the foregoing sentence shall require the Retiring Collateral Trustee to assign to the Successor Collateral Trustee any fees or expenses or any claims, awards or judgments relating to indemnity, reimbursement or other protections to which the Retiring Collateral Trustee is entitled under the Collateral Trust Security Documents (in its capacity as a Representative or as Collateral Trustee) received or incurred by, or due to, the Retiring Collateral Trustee prior to the Succession Effective Date.
(d) The Loan Parties, the Representatives party hereto and the Retiring Collateral Trustee hereby authorize (but without obligation to do so) the Successor Collateral Trustee to file, on or after the date hereof, any UCC assignments or other assignments and amendments with respect to the UCC financing statements, the mortgages, and other filings in respect of the Collateral, and to execute such other agreements or amendments in respect of the Collateral and the Collateral Trust Security Documents, including filings with the United States Patent and Trademark Office and the United States Copyright Office and assignments and/or amendments to account control agreements, as are necessary or appropriate or as requested by JPM or the Successor Collateral Trustee (it being understood that the Successor Collateral Trustee has no duty to make such request) to evidence the Successor Collateral Trustees appointment as a Co-Collateral Trustee effective as of the date hereof and succession as the Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of the Succession Effective Date. The Parent agrees to file or cause the filing of all such assignments, amendments, mortgages and other filings.
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(e) The Successor Collateral Trustee shall act in good faith to take possession and control of all Collateral and Liens in the possession or control of the Retiring Collateral Trustee (the Possessory Collateral ), and the Retiring Collateral Trustee shall act in good faith to deliver all Possessory Collateral to the Successor Collateral Trustee (or its designated counsel), in each case as expeditiously as possible following the Succession Effective Date. Until such time as all Collateral in the possession or control of the Retiring Collateral Trustee (in its capacity as such), all Liens granted in favor of the Retiring Collateral Trustee (in its capacity as such) in the Collateral and all UCC-1 financing statements and other filings and registrations (including any documents filed or registered with the United States Copyright Office or the United States Patent and Trademark Office) that name BANA as Collateral Trustee as a secured party have been assigned or otherwise transferred to the Successor Collateral Trustee, if applicable, the Retiring Collateral Trustee shall continue to hold such Collateral and/or Liens on such Collateral as Co-Collateral Trustee and/or bailee of the Successor Collateral Trustee in accordance with the terms of this Agreement and the Collateral Trust Agreement, solely for the purposes of maintaining the priority and perfection of such Liens. BANA, in its capacity as a Co-Collateral Trustee and as Retiring Collateral Trustee, shall be entitled to all the benefits of a Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents (including, without limitation, Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 5.02, 5.03, 5.04, 5.05 and 5.06 of the Collateral Trust Agreement (collectively, the Surviving Provisions )) with respect to all actions taken or omitted to be taken by BANA in its capacities as the Collateral Trustee and/or Co-Collateral Trustee. Notwithstanding anything herein to the contrary or the effectiveness of the terms hereof, the Loan Parties agree that all such Liens shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by the Loan Parties.
2. Rights, Duties and Obligations .
(a) As of the date hereof, Wilmington is hereby vested with all the rights, powers, discretion and privileges of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, as described herein, and BANA and Wilmington jointly assume from and after the date hereof, all of the obligations, responsibilities and duties of a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents, in accordance with the terms hereof and the Collateral Trust Agreement.
(b) As of the Succession Effective Date, the Successor Collateral Trustee is hereby automatically vested with all the rights, powers, discretion and privileges of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents effective as of such date and as described therein, and the Successor Collateral Trustee assumes from and after the Succession Effective Date all of the obligations, responsibilities and duties of the Retiring Collateral Trustee, in its capacity as the Collateral Trustee under the Collateral Trust Security Documents effective as of such date and in accordance with the terms of the Collateral Trust Security Documents. Except as expressly set forth herein, nothing in this Agreement shall be deemed to constitute a termination of any provision of any Collateral Trust Security Document (including, without limitation, the Surviving Provisions) that pertain to BANA in its capacity as the Retiring Collateral Trustee and as Co-Collateral Trustee and that expressly survive the Retiring Collateral Trustees resignation. The Loan Parties and the undersigned Representatives hereby agree that the Surviving Provisions that expressly survive the Retiring Collateral Trustees resignation shall apply to all actions taken or omitted to be taken by BANA under or in connection with this Agreement and the Collateral Trust Security Documents, whether taken or omitted before or after the date of this Agreement.
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(c) The Loan Parties and the undersigned Representatives acknowledge that BANA shall have no liability (x) for actions taken or omitted to be taken by BANA at the written direction or with the written consent of Wilmington pursuant to this Agreement, (y) for actions taken or omitted to be taken by Wilmington in its capacity as Co-Collateral Trustee or as Successor Collateral Trustee, or (z) for any other event or action related to the Collateral Trust Agreement or Collateral Trust Security Documents arising after the Succession Effective Date. For the avoidance of doubt, the Successor Collateral Trustee, the undersigned Representatives and the Loan Parties acknowledge and agree that nothing in this Agreement shall grant the Successor Collateral Trustee any right to indemnification by the Retiring Collateral Trustee. For the avoidance of doubt, (x) the Successor Collateral Trustee shall bear no responsibility for any action taken or omitted to be taken by the Retiring Collateral Trustee in its capacity as Collateral Trustee before the Succession Effective Date or for any other event or action related to the Collateral Trust Agreement or any other Collateral Trust Security Document that occurred before the Succession Effective Date (except, in each case, for such actions taken by Wilmington as Co-Collateral Trustee) and (y) the Retiring Collateral Trustee shall bear no responsibility for any action taken or omitted to be taken by the Successor Collateral Trustee in its capacity as Collateral Trustee on or after the Succession Effective Date or for any other event or action related to the Collateral Trust Agreement or any other Collateral Trust Security Document that may occur on or after the Succession Effective Date.
3. Representations and Warranties .
(a) Each of BANA and Wilmington hereby represents and warrants on and as of the date hereof that (i) it is legally authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed and delivered this Agreement and (iii) this Agreement is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting the rights or remedies of creditors or by the effect of general principles of equity (whether enforcement is sought in equity or at law).
(b) Each Loan Party hereby represents and warrants on and as of the date hereof that (i) it is legally authorized to enter into this Agreement and perform its obligations hereunder, (ii) it has duly executed and delivered this Agreement and (iii) this Agreement is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, except as may be limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting the rights or remedies of creditors or by the effect of general principles of equity (whether enforcement is sought in equity or at law).
(c) Except as set forth in Section 3(a) above, this Agreement is made without any representations or warranties by the Retiring Collateral Trustee or the Successor Collateral Trustee, of any kind or nature whatsoever, whether express, implied or imposed by law including, without limitation, (i) any of the warranties described in Section 3-416 and Section 3-417 (or comparable provisions) of the Uniform Commercial Code of any jurisdiction (or any comparable or similar provisions under the applicable laws of jurisdiction outside the United States), which warranties are hereby expressly disclaimed, with respect to the title, legality, validity or enforceability of any of the documents, instruments and agreements which relate to the Security Instruments, including, without limitation, the Collateral Trust Security Documents; (ii) the completeness of any information contained in the Collateral Trust Security Documents; (iii) the validity, sufficiency or enforceability of any Collateral Trust Security Document; (iv) the collectability of any amount owed to any Secured Party by any Loan Party; (v) the financial condition of any Loan Party; (vi) the validity, enforceability, attachment, priority or perfection of any security interest, mortgage or other lien described in the Collateral Trust Security Documents; (vii) the existence, value or condition of any Collateral; or (viii) the accuracy, completeness or reliability of any reports or other information prepared by third-parties, including, without limitation, audits, appraisals, opinions of value, environmental site assessments, lien searches, title searches, title certificates, property descriptions, title insurance policies and property surveys.
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4. Retiring Collateral Trustees and Loan Parties Covenants . The Retiring Collateral Trustee covenants and agrees that it will use its reasonable best efforts, at the Parents sole expense, to (i) execute all documents as may reasonably be requested by JPM or the Successor Collateral Trustee to transfer the rights and privileges of the Retiring Collateral Trustee in its capacity as the Collateral Trustee under the Collateral Trust Security Documents to the Successor Collateral Trustee (each in form and substance reasonably satisfactory to the Retiring Collateral Trustee) and (ii) take all actions reasonably requested by JPM or the Successor Collateral Trustee or its representatives and reasonably acceptable to the Parent to facilitate the transfer of information to the Successor Collateral Trustee in connection with the Collateral Trust Security Documents; provided that (A) the Parent shall be solely responsible for the transfer and production of any Collateral Trust Security Documents and/or other documents that the Successor Collateral Trustee may reasonably require and that are in the Parents possession or that the Parent may reasonably be able to obtain, in connection with this Agreement, (B) the Parent shall make or cause to be made any filings or recordings necessary to reflect the succession and (C) the Loan Parties agree to take such action as may reasonably be necessary to evidence the resignation, appointment and assignment of the Liens and security interests. Notwithstanding the foregoing, it is expressly understood by all parties that the Retiring Collateral Trustee effective on the Succession Effective Date shall be automatically discharged from all duties and obligations arising under the Collateral Trust Security Documents from and after the Succession Effective Date without further action by any Person and, except as expressly provided herein, nothing contained herein is intended to create any duty or obligation on the part of the Retiring Collateral Trustee to continue to act as Co-Collateral Trustee or as Collateral Trustee beyond such date.
5. Consent and Reimbursement; Indemnification .
(a) The Loan Parties hereby consent to all actions reasonably taken by the Co-Collateral Trustees, the Retiring Collateral Trustee and the Successor Collateral Trustee in connection with Sections 1(a) and 4 hereof. The Retiring Collateral Trustee shall be entitled to reimbursement from the Loan Parties of all reasonable fees and costs (including attorneys fees) incurred in connection with responding to any request made pursuant to Section 4 hereof, in each case to the extent such fees and costs would be reimbursable under the Surviving Provisions of the Collateral Trust Agreement, and such fees and costs shall constitute Secured Obligations and First Priority Obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents.
(b) Notwithstanding anything herein to the contrary, BANA, in its capacity as Co-Collateral Trustee, will be under no obligation to take any action at the direction of Wilmington pursuant to Section 1(a) hereof that, in its opinion or the opinion of its counsel, may expose BANA, in its capacity as Co-Collateral Trustee, to any liability or that is contrary to any Collateral Trust Security Document or applicable law.
6. Fees and Expenses .
(a) The Parent shall be responsible for reasonable and documented out-of-pocket costs and expenses incurred by the Retiring Collateral Trustee, the Successor Collateral Trustee, the Co-Collateral Trustees and the Representatives in connection with the execution and delivery of this Agreement and the effectuation of the assignments contemplated hereby. In furtherance of the foregoing, the Parent agrees to pay or reimburse the Retiring Collateral Trustee and the Successor Collateral Trustee promptly upon demand within ten (10) days after receipt of an
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invoice therefor for all such reasonable and documented out-of-pocket costs and expenses (including reasonable fees and disbursements of external counsel). For the avoidance of doubt, any reasonable and documented out-of-pocket costs and expenses incurred by the Retiring Collateral Trustee in connection with the execution and delivery of this Agreement and the effectuation of the assignments contemplated hereby that remain unreimbursed after the Succession Effective Date shall constitute Secured Obligations and First Priority Obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents.
(b) Commencing on the date hereof, (i) Successor Collateral Trustee shall be entitled to receive Collateral Trustee Fees, reimbursement of fees and expenses and indemnities pursuant to Sections 4.03, 4.04, 4.05 and 4.06 of the Collateral Trust Agreement and in accordance with any fee agreement between Wilmington and the Parent and (ii) BANA shall cease to be entitled to receive the Collateral Trustee fees provided by that certain Revolving Agent and Arranger Fee Letter dated as of February 5, 2018 between Federal-Mogul LLC and BANA (as amended, the BANA Fee Letter ); provided that BANA shall remain entitled to receive any other unpaid fees and expenses owed to it pursuant to the BANA Fee Letter (other than those fees waived pursuant to Section 1(c) ) and any Collateral Trust Security Documents (including fees and expenses incurred in its capacity as Collateral Trustee that have been accrued but not yet invoiced as of the date hereof) and shall be permitted to retain any fees paid to it prior to the date hereof. All other provisions of the Collateral Trust Security Documents providing for the payment of fees and expenses of, and providing indemnities for the benefit of, the Retiring Collateral Trustee shall remain in full force and effect for the benefit of the Successor Collateral Trustee and the Retiring Collateral Trustee.
7. Amendments . The parties hereby agree and acknowledge that, (i) from and after the date hereof, each of BANA (until the Succession Effective Date) and Wilmington shall be, and shall be deemed to be, a Co-Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents and (ii) from and after the Succession Effective Date, Wilmington shall be, and shall be deemed to be, the sole Collateral Trustee under the Collateral Trust Agreement and the other Collateral Trust Security Documents. In furtherance of the foregoing, and subject to the terms of Section 2 hereof, as of the Succession Effective Date, unless the context otherwise requires, all recitals, introductory paragraphs, defined terms and other references to Bank of America, N.A. as the Collateral Trustee in the Collateral Trust Agreement and the other Collateral Trust Security Documents are hereby deemed amended to reference Wilmington Trust, National Association as the sole Collateral Trustee thereunder. Without limiting the generality of the foregoing, it is expressly acknowledged that the provisions of Section 5.02(f) of the Collateral Trust Agreement shall apply, with references therein to (i) Credit Agreement deemed to be references to the March 2017 Indenture, (ii) Citibank, N.A. deemed to be references to Wilmington Trust, National Association, and (iii) Administrative Agent deemed to be references to the Trustee. As of the Succession Effective Date, the notice information of the Collateral Trustee for the purposes of Section 6.01 of the Collateral Trust Agreement and all comparable provisions of the Collateral Trust Security Documents shall be supplemented as follows (and the applicable provisions are hereby deemed amended as follows):
If to Wilmington Trust, National Association, as Collateral Trustee:
Wilmington Trust National Association
Global Capital Markets
50 South Sixth Street, Suite 1290
Minneapolis, Minnesota 55402
Attention: Tenneco/Federal Mogul Administrator
Phone: 612-217-5632
Fax: 612-217-5651
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From and after the date hereof, this Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) and a Security Document and Note Document for all purposes of the Indenture and the other Note Documents (as defined in the Indenture).
8. Succession Effective Date . The Succession Effective Date means the date that is the earlier of (i) the first date on which each of the following conditions has been satisfied:
(a) the Successor Collateral Trustee shall have executed and delivered to the Retiring Collateral Trustee, the Parent and the undersigned Representatives a written notice acknowledging that, in accordance with Sections 1(c), (d) and (e) hereof, (x) all Collateral in the possession or control of the Retiring Collateral Trustee, (y) all Liens granted in favor of the Retiring Collateral Trustee in the Collateral and (z) all UCC-1 financing statements and other filings and registrations (including any documents filed or registered with the United States Copyright Office or the United States Patent and Trademark Office) that name BANA as Collateral Trustee as a secured party have been assigned or otherwise transferred to the Successor Collateral Trustee in form reasonably satisfactory to the Successor Collateral Trustee in accordance with the terms of this Agreement and the Collateral Trust Agreement, in the case of each of (x), (y) and (z) as specified in the attached Schedule A; and
(b) the Parent shall have reimbursed each of the Retiring Collateral Trustee and the Successor Collateral Trustee for all reasonable and documented out-of-pocket fees, charges and expenses due and payable as of the Succession Effective Date (including the reasonable fees and disbursements of external counsel to the Retiring Collateral Trustee and the Successor Collateral Trustee through and including the Succession Effective Date) (other than those fees waived pursuant to Section 1(c) ); and
(ii) the date that is 60 days (or such later date as BANA may agree in its sole discretion) following the date hereof.
The Retiring Collateral Trustee shall notify in writing (which may be by electronic mail) the Parent and each Representative of the occurrence of the Succession Effective Date; provided that the failure to provide such notice shall not affect the occurrence of the Succession Effective Date.
9. Entire Agreement . This Agreement states the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, and may not be amended except in writing signed by a duly authorized representative of each of the respective parties hereto. Except as specifically modified by this Agreement, the Collateral Trust Agreement and the other Collateral Trust Security Documents are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their respective terms. This Agreement shall constitute a Collateral Trust Security Document under the Collateral Trust Agreement.
10. Waiver . No failure by any Representative, the Retiring Collateral Trustee or the Successor Collateral Trustee to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Collateral Trust Security Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Collateral Trust Security Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by applicable law.
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11. Submission to Jurisdiction . Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York County, and any appellate court from the foregoing, in any action or proceeding arising out of or relating to this agreement or any other Collateral Trust Security Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the agents and lenders retain the right to serve process in any other manner permitted by law or to bring proceedings against any loan party in the courts of any other jurisdiction in connection with the exercise of any rights under any collateral document or the enforcement of any judgment.
12. WAIVERS OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL TRUST SECURITY DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (1) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (2) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER COLLATERAL TRUST SECURITY DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
13. GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
14. Conditions Precedent to Effectiveness . This Agreement shall become effective on and as of the date that each of the Successor Collateral Trustee, the Retiring Collateral Trustee, each of the Loan Parties and the undersigned Representatives shall have executed and delivered this Agreement; provided that the Succession Effective Date shall occur in accordance with the definition thereof set forth in Section 8 hereof.
15. Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
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16. Counterparts and Facsimile . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
17. Consent to Collateral Trust and Intercreditor Agreement Amendments . Each Representative, on behalf of itself and each holder of Secured Obligations represented by it, and each of the other parties party hereto, hereby acknowledges and agrees that (i) the ABL Intercreditor Agreement, (ii) that certain Pari Passu Intercreditor Agreement, dated as of March 30, 2017 among Credit Suisse AG, as Tranche C Term Administrative Agent, Citibank, as Collateral Trustee, Wilmington Trust, National Association, as the Initial Other Authorized Representative (as defined therein) and each of the other Representatives and Loan Parties party thereto (as amended, supplemented or otherwise modified from time to time, the Pari Passu Intercreditor Agreement ) and (iii) the Collateral Trust Agreement and any other applicable Collateral Trust Security Document, in each case, may be amended on or after the date hereof with the written consent of the Successor Collateral Trustee and the Parent to give effect to the resignation of BANA and appointment of Wilmington in their respective capacities as set forth herein, including, without limitation, with respect to the assignment of the Liens and security interests as set forth herein.
18. Joinder to Collateral Trust and Intercreditor Agreements .
(a) Each Representative, on behalf of itself and each holder of Secured Obligations represented by it, and each of the other parties party hereto, hereby acknowledges that, on and as of the date hereof, (x) without limitation of the provisions of Sections 1(e) , 2(b) , and 5(a) hereof, Wilmington, in its capacity as Co-Collateral Trustee and Successor Collateral Trustee, as applicable, shall be deemed to be the Collateral Trustee under, and as defined in, the Pari Passu Intercreditor Agreement and (y) this Agreement shall constitute a Collateral Trust Joinder under, and as defined in, the Collateral Trust Agreement.
(b) Each Representative, on behalf of itself and each holder of Secured Obligations represented by it, and each of the other parties party hereto, hereby acknowledges that, on and as of the date hereof, BANA shall no longer constitute the ABL Agent, the Designated ABL Agent and the Collateral Trustee (in each case, under, and as defined in, the ABL Intercreditor Agreement) and shall have no further obligations under the ABL Intercreditor Agreement in each such capacity.
(c) JPM, as administrative agent under the Credit Agreement (for purposes of this Section 18(c) , Section 18(d) and Section 18(e) , the New Representative ), hereby agrees to the terms of the Collateral Trust Agreement, to be bound as a First Priority Representative thereunder for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if it had executed and delivered the Collateral Trust Agreement as of the date thereof.
(d) The New Representative, on behalf of itself and each holder of Obligations related to the Indebtedness under the Credit Agreement for which the New Representative is acting as administrative agent (the Additional Secured Debt ), hereby agrees, for the enforceable benefit of all of the holders of each existing and future series of Secured Obligations that:
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(i) all PP&E First Lien Obligations will be and are secured equally and ratably by all Liens at any time granted by the Loan Parties to secure any Obligations in respect of the Additional Secured Debt, whether or not upon property otherwise constituting collateral for such Additional Secured Debt, and that all such Liens will be enforceable by the Collateral Trustee for the benefit of all holders of PP&E First Lien Obligations equally and ratably;
(ii) the New Representative and each holder of Obligations in respect of the Additional Secured Debt for which the New Representative is acting as Representative are bound by the terms of the Collateral Trust Agreement and the Pari Passu Intercreditor Agreement, including the provisions relating to the ranking of Liens and the order of application of proceeds from the enforcement of Liens; and
(iii) it consents to the Co-Collateral Trustees, the Retiring Collateral Trustee and the Successor Collateral Trustee performing, and directs each such Person to perform, its obligations under the Collateral Trust Agreement and the other Collateral Trust Security Documents in respect of the Obligations under the Additional Secured Debt.
(e) JPM is entering into this Agreement solely in its capacity as Administrative Agent under the Credit Agreement. In acting as New Representative and First Priority Representative hereunder and under the Collateral Trust Agreement, JPM shall be entitled to all of the rights, privileges and immunities granted to it under the Credit Agreement.
19. Assumption by New Loan Parties .
(a) Pursuant to Section 6.11 of the Collateral Trust Agreement, each of 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. (for purposes of this Section 19 , each a New Loan Party and collectively, the New Loan Parties ) hereby becomes a party to the Collateral Trust Agreement as a Loan Party thereunder by executing and delivering this Agreement and, without limiting the foregoing, hereby expressly assumes all obligations and liabilities of a Loan Party thereunder.
(b) All notices, instructions or other communications given to a New Loan Party shall be given in writing or by telecopy transmission to the Parent at its address for notices set forth below; provided that any notice, instruction or other communication to a New Loan Party shall not be effective until received by such New Loan Party in writing or by facsimile transmission in accordance with the foregoing:
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Tenneco Inc.
500 North Field Drive
Lake Forest, IL 60045
Attention: VP, Finance
Telecopy: 847-482-5125
Telephone: 847-482-5000
with a copy to:
Tenneco Inc.
500 North Field Drive
Lake Forest, IL 60045
Attention: General Counsel
Telecopy: 847-482-5940
Telephone: 847-482-5000
20. Designation of PP&E First Lien Obligations . The Parent (as successor to Federal-Mogul Holdings Corporation under the ABL Intercreditor Agreement) hereby (i) designates the Credit Agreement as a PP&E First Lien Term Facility under the Collateral Trust Agreement (ii) certifies to each of Wilmington Trust, National Association and The Bank of New York Mellon, London Branch, in each case as PP&E First Lien Agent under the Collateral Trust Agreement, that the incurrence of the Indebtedness under the Credit Agreement is permitted to be incurred and so secured by the Collateral by the PP&E Loan Documents.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
BANK OF AMERICA, N.A., | ||
as Co-Collateral Trustee and Resigning Collateral Trustee |
By: |
/s/ Kindra M. Mullarky |
Name: | Kindra M. Mullarky | |
Title: | Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as Co-Collateral Trustee, Successor Collateral Trustee | ||
By: |
/s/ Jane Y. Schweiger |
|
Name: Jane Y. Schweiger | ||
Title: Vice President | ||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
as a PP&E First Lien Agent and a First Priority Representative | ||
By: |
/s/ Jane Y. Schweiger |
|
Name: Jane Y. Schweiger |
||
Title: Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
THE BANK OF NEW YORK MELLON, LONDON BRANCH, | ||
as a PP&E First Lien Agent and a First Priority Representative | ||
By: |
/s/ Marco Thuo |
|
Name: Marco Thuo | ||
Title: Vice President |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
JPMORGAN CHASE BANK, N.A., | ||
as an Additional Senior Class Debt Representative, a PP&E First Lien Agent and a First Priority Representative | ||
By: |
/s/ Gene R. Riego de Dios |
|
Name: | Gene R. Riego de Dios | |
Title: | Executive Director |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
TENNECO INC., as Parent |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
TENNECO AUTOMOTIVE OPERATING COMPANY INC. |
TENNECO INTERNATIONAL HOLDING CORP. |
TENNECO GLOBAL HOLDINGS INC. |
TMC TEXAS INC. |
THE PULLMAN COMPANY |
CLEVITE INDUSTRIES INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
FEDERAL-MOGUL FINANCING CORPORATION |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: Assistant Treasurer |
BECK ARNLEY HOLDINGS LLC |
CARTER AUTOMOTIVE COMPANY LLC |
F-M MOTORPARTS TSC LLC |
FEDERAL-MOGUL FILTRATION LLC |
FEDERAL-MOGUL WORLD WIDE LLC |
MUZZY-LYON AUTO PARTS LLC |
FEDERAL-MOGUL MOTORPARTS LLC |
FEDERAL-MOGUL CHASSIS LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President & Treasurer |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
FEDERAL-MOGUL IGNITION LLC |
FEDERAL-MOGUL PISTON RINGS, LLC |
FEDERAL-MOGUL POWERTRAIN LLC |
FEDERAL-MOGUL POWERTRAIN IP LLC |
FEDERAL-MOGUL PRODUCTS US LLC |
FELT PRODUCTS MFG. CO. LLC |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC |
FEDERAL-MOGUL SEVIERVILLE, LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President & Treasurer |
F-M TSC REAL ESTATE HOLDINGS LLC |
||
By: |
/s/ Michael Proud |
|
Name: |
Michael Proud |
|
Title: |
President |
[Signature Page to Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement]
Exhibit 4.35
Execution Version
THIRD SUPPLEMENTAL INDENTURE
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-Mogul World Wide LLC, a Michigan limited liability company, Carter Automotive Company LLC, a Delaware limited liability company, Beck Arnley Holdings LLC, a Delaware limited liability company, F-M Motorparts TSC LLC, a Delaware limited liability company, F-M TSC Real Estate Holdings LLC, a Delaware limited liability company and Federal-Mogul Products US LLC, a Missouri limited liability company (collectively, the Additional Guarantors ) and U.S. Bank National Association, as trustee (the Trustee ).
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have previously executed the delivered an indenture, dated as of December 5, 2014 (the Base Indenture ), with the Trustee providing for the issuance from time to time of one or more series of the Companys debt securities;
WHEREAS, the Company and the Guarantors have previously executed and delivered a first supplemental indenture, dated as of December 5, 2014 (the First Supplemental Indenture , and the Base Indenture, as amended and supplemented by the First Supplemental Indenture, the Existing Indenture ), establishing the form and terms of the Companys 5 3 / 8 % Senior Notes due December 2024 (the Notes );
WHEREAS, the Company entered into that certain Membership Interest Purchase Agreement, dated as of April 10, 2018, by and among the Company, Federal-Mogul LLC ( Federal-Mogul ), American Entertainment Properties Corp. and Icahn Enterprises L.P., pursuant to which, on the date hereof, the Company will acquire all of the outstanding membership interests of Federal-Mogul and immediately thereafter Federal-Mogul will merge into the Company, with the Company being the surviving entity (the Acquisition );
WHEREAS, upon consummation of the Acquisition, the Additional Guarantors will become Subsidiaries of the Company;
WHEREAS, upon consummation of the Acquisition, the Additional Guarantors will guarantee certain Indebtedness of the Company and, as a result, Section 4.18 of the First Supplemental Indenture will require each of the Additional Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall unconditionally guarantee all of the Companys Obligations under the Notes and the Existing Indenture on the terms and conditions set forth in the Existing Indenture (a Subsidiary Guarantee );
WHEREAS, the Base Indenture and First Supplemental Indenture are incorporated herein by reference and the Base Indenture, as supplemented by the First Supplemental Indenture and this Third Supplemental Indenture, is herein called the Indenture; and
WHEREAS, pursuant to Section 8.01(4) of the First Supplemental Indenture, the Company, the Additional Guarantors and the Trustee are authorized to execute and deliver this Third Supplemental Indenture, without the consent of any Holder of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
ARTICLE II
AGREEMENT TO BE BOUND; SUBSIDIARY GUARANTEE
Section 2.01 Agreement to be Bound. Each of the Additional Guarantors hereby agrees to become a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.
Section 2.02 Subsidiary Guarantee. Each of the Additional Guarantors unconditionally, jointly and severally, guarantees on a senior basis as set forth in the Indenture (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 13 of the Base Indenture and Article IX of the First Supplemental Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Upon the execution and delivery of this Third Supplemental Indenture, each Additional Guarantor shall be deemed a Guarantor under the Indenture as if it were an original party thereto. Each Additional Guarantors Subsidiary Guarantee is subject to the terms and conditions set forth in the Indenture.
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ARTICLE III
MISCELLANEOUS
Section 3.01 Effectiveness. This Third Supplemental Indenture shall become effective immediately upon consummation of the Acquisition and, upon such effectiveness, each Additional Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes.
Section 3.02 Notices . All notices and other communications to the Additional Guarantors shall be given as provided in the Indenture, at the address for the Guarantors set forth in the Indenture.
Section 3.03 Governing Law . THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to the Indenture and the Notes, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United Statements of America for the Southern District of New York and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue or any such action or proceeding in any such court that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such person at its addressed referred to in the Indenture or at such other address of which notice shall have been given pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent permitted by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
Section 3.04 Counterpart Originals . All parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. The exchange of copies of this Third Supplemental Indenture and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.
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Section 3.05 Effect of Headings . The Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.06 Benefits Acknowledged . Each Additional Guarantor acknowledges that it will receive direct and indirect benefits from the Acquisition and the financing arrangements contemplated by the Indenture and that the guarantee and waivers made by it pursuant to this Third Supplemental Indenture are knowingly made in contemplation of such benefits.
Section 3.07 Ratification of Indenture; Supplemental Indentures Part of Indenture. This Third Supplemental Indenture shall form a part of the Indenture for all purposes and, except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 3.08 The Trustee. The Trustee makes no representation or warranty as to the validity, adequacy or sufficiency of this Third Supplemental Indenture or with respect to the recitals and statements contained herein, all of which recitals and statements are made solely by the other parties hereto and the Trustee assumes no responsibility for their correctness.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.
TENNECO INC., as Issuer | ||
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance | |
FEDERAL-MOGUL MOTORPARTS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | Vice President Treasury | |
FEDERAL-MOGUL POWERTRAIN LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL FINANCING CORPORATION, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | Assistant Treasurer |
[Signature page to Third Supplemental Indenture]
FEDERAL-MOGUL PISTON RINGS, LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL POWERTRAIN IP, LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL IGNITION LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FELT PRODUCTS MFG CO. LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Third Supplemental Indenture]
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL SEVIERVILLE, LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
MUZZY-LYON AUTO PARTS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
FEDERAL-MOGUL CHASSIS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
FEDERAL-MOGUL FILTRATION LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Third Supplemental Indenture]
FEDERAL-MOGUL WORLD WIDE LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
CARTER AUTOMOTIVE COMPANY LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
BECK ARNLEY HOLDINGS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
F-M MOTORPARTS TSC LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
F-M TSC REAL ESTATE HOLDINGS LLC, as Additional Guarantor |
||
By: |
/s/ Michael Proud |
|
Name: | Michael Proud | |
Title: | President |
[Signature page to Third Supplemental Indenture]
FEDERAL-MOGUL PRODUCTS US LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Third Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
By: |
/s/ Brian T. Jensen |
|
Name: | Brian T. Jensen | |
Title: | Vice President |
[Signature page to Third Supplemental Indenture]
Exhibit 4.36
Execution Version
FOURTH SUPPLEMENTAL INDENTURE
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, Federal-Mogul World Wide LLC, a Michigan limited liability company, Carter Automotive Company LLC, a Delaware limited liability company, Beck Arnley Holdings LLC, a Delaware limited liability company, F-M Motorparts TSC LLC, a Delaware limited liability company, F-M TSC Real Estate Holdings LLC, a Delaware limited liability company and Federal-Mogul Products US LLC, a Missouri limited liability company (collectively, the Additional Guarantors ), and U.S. Bank National Association, as trustee (the Trustee ).
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have previously executed and delivered an indenture, dated as of December 5, 2014 (the Base Indenture ), with the Trustee providing for the issuance from time to time of one or more series of the Companys debt securities;
WHEREAS, the Company and the Guarantors have previously executed and delivered a second supplemental indenture, dated as of June 13, 2016 (the Second Supplemental Indenture , and the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Existing Indenture ), establishing the form and terms of the Companys 5.00% Senior Notes due December 2026 (the Notes );
WHEREAS, the Company entered into that certain Membership Interest Purchase Agreement, dated as of April 10, 2018, by and among the Company, Federal-Mogul LLC ( Federal-Mogul ), American Entertainment Properties Corp. and Icahn Enterprises L.P., pursuant to which, on the date hereof, the Company will acquire all of the outstanding membership interests of Federal-Mogul and immediately thereafter Federal-Mogul will merge into the Company, with the Company being the surviving entity (the Acquisition );
WHEREAS, upon consummation of the Acquisition, the Additional Guarantors will become Subsidiaries of the Company;
WHEREAS, upon consummation of the Acquisition, the Additional Guarantors will guarantee certain Indebtedness of the Company and, as a result, Section 4.12 of the Second Supplemental Indenture will require each of the Additional Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each Additional Guarantor shall unconditionally guarantee all of the Companys Obligations under the Notes and the Existing Indenture on the terms and conditions set forth in the Existing Indenture (a Subsidiary Guarantee );
WHEREAS, the Base Indenture and Second Supplemental Indenture are incorporated herein by reference and the Base Indenture, as supplemented by the Second Supplemental Indenture and this Fourth Supplemental Indenture, is herein called the Indenture; and
WHEREAS, pursuant to Section 8.01(4) of the Second Supplemental Indenture, the Company, the Additional Guarantors and the Trustee are authorized to execute and deliver this Fourth Supplemental Indenture, without the consent of any Holder of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.
ARTICLE II
AGREEMENT TO BE BOUND; SUBSIDIARY GUARANTEE
Section 2.01 Agreement to be Bound. Each of the Additional Guarantors hereby agrees to become a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.
Section 2.02 Subsidiary Guarantee . Each of the Additional Guarantors unconditionally, jointly and severally, guarantees on a senior basis as set forth in the Indenture (i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article 13 of the Base Indenture and Article IX of the Second Supplemental Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Upon the execution and delivery of this Fourth Supplemental Indenture, each Additional Guarantor shall be deemed a Guarantor under the Indenture as if it were an original party thereto. Each Additional Guarantors Subsidiary Guarantee is subject to the terms and conditions set forth in the Indenture.
2
ARTICLE III
MISCELLANEOUS
Section 3.01 Effectiveness. This Fourth Supplemental Indenture shall become effective immediately upon consummation of the Acquisition and, upon such effectiveness, each Additional Guarantor agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes.
Section 3.02 Notices . All notices and other communications to the Additional Guarantors shall be given as provided in the Indenture, at the address for the Guarantors set forth in the Indenture.
Section 3.03 Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each of the parties hereto hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to the Indenture and the Notes, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of New York, the courts of the United Statements of America for the Southern District of New York and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue or any such action or proceeding in any such court that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such person at its addressed referred to in the Indenture or at such other address of which notice shall have been given pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent permitted by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
Section 3.04 Counterpart Originals. All parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile or pdf transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.
3
Section 3.05 Effect of Headings . The Articles and Sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Section 3.06 Benefits Acknowledged . Each Additional Guarantor acknowledges that it will receive direct and indirect benefits from the Acquisition and the financing arrangements contemplated by the Indenture and that the guarantee and waivers made by it pursuant to this Fourth Supplemental Indenture are knowingly made in contemplation of such benefits.
Section 3.07 Ratification of Indenture; Supplemental Indentures Part of Indenture. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes and, except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
Section 3.08 The Trustee. The Trustee makes no representation or warranty as to the validity, adequacy or sufficiency of this Fourth Supplemental Indenture or with respect to the recitals and statements contained herein, all of which recitals and statements are made solely by the other parties hereto, and the Trustee assumes no responsibility for their correctness.
4
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
TENNECO INC., as Issuer |
By: |
/s/ Paul D. Novas |
|
Name: | Paul D. Novas | |
Title: | Vice President, Finance |
FEDERAL-MOGUL MOTORPARTS LLC, as Additional Guarantor |
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: |
Vice President, Treasury |
FEDERAL-MOGUL POWERTRAIN LLC, as Additional Guarantor |
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
FEDERAL-MOGUL FINANCING CORPORATION, as Additional Guarantor |
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | Assistant Treasurer |
FEDERAL-MOGUL PISTON RINGS, LLC, as Additional Guarantor |
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL POWERTRAIN IP, LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL IGNITION LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FELT PRODUCTS MFG CO. LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL, as Additional Guarantor |
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
FEDERAL-MOGUL SEVIERVILLE, LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President | |
MUZZY-LYON AUTO PARTS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
FEDERAL-MOGUL CHASSIS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
FEDERAL-MOGUL FILTRATION LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
FEDERAL-MOGUL WORLD WIDE LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
CARTER AUTOMOTIVE COMPANY LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
BECK ARNLEY HOLDINGS LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President | |
F-M MOTORPARTS TSC LLC, as Additional Guarantor |
||
By: |
/s/ James Zabriskie |
|
Name: | James Zabriskie | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
F-M TSC REAL ESTATE HOLDINGS LLC, as Additional Guarantor |
||
By: |
/s/ Michael Proud |
|
Name: | Michael Proud | |
Title: | President |
FEDERAL-MOGUL PRODUCTS US LLC, as Additional Guarantor |
||
By: |
/s/ David Jachcik |
|
Name: | David Jachcik | |
Title: | President |
[Signature page to Fourth Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
By: |
/s/ Brian T. Jensen |
|
Name: | Brian T. Jensen | |
Title: | Vice President |
[Signature page to Fourth Supplemental Indenture]
Exhibit 4.37
EXECUTION VERSION
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.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.
B. Reference is made to that certain Credit Agreement (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), dated as of the date hereof, among Tenneco Inc. and Tenneco Automotive Operating Company Inc., each as borrowers, the Subsidiary Borrowers (as defined therein) from time to time party thereto, the several banks and other financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
C. As a condition to the ability of the Borrower to incur Other First Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Other First Lien Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement. Section 5.14 of the Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the Additional Senior Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in Section 5.14 of the Intercreditor Agreement. The undersigned Additional Senior Class Debt Representative (the New Representative) is executing this Joinder Agreement in accordance with the requirements of the Intercreditor Agreement and the First Lien Security Documents.
Accordingly, the New Representative agrees as follows:
SECTION 1. In accordance with Section 5.14 of the Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Additional Senior Class Debt in respect of the Credit Agreement becomes subject to and bound by, the Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Other First Lien Secured Parties in respect of the Credit Agreement. Each reference to an Authorized Representative in the Intercreditor Agreement shall be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The New Representative represents and warrants to the Collateral Trustee, each Authorized Representative and the other First Lien Secured Parties, individually, that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as administrative agent under the Credit Agreement, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors rights generally or by equitable principles relating to enforceability, and (c) the Other First Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representatives entry into this Joinder Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the Intercreditor Agreement as Other First Lien Secured Parties.
SECTION 3. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder Agreement shall become effective when the Collateral Trustee shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.
SECTION 4. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.
SECTION 5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPALS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to them at their respective addresses set forth below their signatures hereto.
[ Signature Page Follows ]
2
IN WITNESS WHEREOF, the New Representative has duly executed this Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.
JPMORGAN CHASE BANK, N.A., as
holders of the Obligations under the Credit Agreement as defined in this Joinder Agreement), |
||
By:
|
/s/ Gene R. Riego de Dios |
|
Name: Gene R. Riego de Dios | ||
Title: Executive Director | ||
Address for notices: | ||
attention of:
|
||
Telecopy: | ||
JPMORGAN CHASE BANK, N.A. 383 Madison Avenue, Floor 24 New York, New York 10179 |
||
attention of: Gene R. Riego de Dios | ||
Telecopy: 212-270-5100 |
Acknowledged by: |
||||
WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||||
as Collateral Trustee | ||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: Jane Y. Schweiger | ||||
Title: Vice President | ||||
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Initial Other Authorized Representative |
||||
By: |
/s/ Jane Y. Schweiger |
|||
Name: Jane Y. Schweiger | ||||
Title: Vice President |
Acknowledged by: |
||||
THE BANK OF NEW YORK MELLON, LONDON BRANCH, as an Authorized Representative |
||||
By: |
/s/ Marco Thuo |
|||
Name: Marco Thuo | ||||
Title: Vice President |
Exhibit 10.01
EXECUTION VERSION
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
ASSOCIATION, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
CITIZENS BANK, N.A., COMMERZBANK AG, NEW YORK BRANCH, FIFTH THIRD
BANK, HSBC BANK USA, N.A., KBC BANK N.V., MIZUHO BANK, LTD., PNC BANK,
NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, SUMITOMO MITSUI
BANKING CORPORATION, TD BANK N.A., U.S. BANK NATIONAL ASSOCIATION,
ING BANK NV DUBLIN BRANCH, SANTANDER BANK, N.A., BNP PARIBAS,
SUNTRUST BANK and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED,
NEW YORK BRANCH,
as Co-Documentation Agents,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
Dated as of October 1, 2018
JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS INC., WELLS
FARGO SECURITIES, LLC and MUFG BANK, LTD.,
as Joint Lead Arrangers and Joint Bookrunners
TABLE OF CONTENTS
Page | ||||||
SECTION 1. |
DEFINITIONS |
1 | ||||
1.1 |
Defined Terms | 1 | ||||
1.2 |
Other Definitional Provisions | 52 | ||||
1.3 |
Currency Conversion | 54 | ||||
1.4 |
Pro Forma Calculations | 54 | ||||
SECTION 2. |
AMOUNT AND TERMS OF LOANS AND COMMITMENTS |
54 | ||||
2.1 |
Tranche B Term Commitments | 54 | ||||
2.2 |
Procedure for Tranche B Term Loan Borrowing | 54 | ||||
2.3 |
Tranche A Term Commitments | 55 | ||||
2.4 |
Procedure for Tranche A Term Loan Borrowing | 55 | ||||
2.5 |
Repayment of Term Loans | 55 | ||||
2.6 |
Revolving Commitments | 57 | ||||
2.7 |
Procedure for Revolving Loan Borrowing | 57 | ||||
2.8 |
Swingline Commitments | 58 | ||||
2.9 |
Procedure for Swingline Borrowing; Refunding of Swingline Loans | 59 | ||||
2.10 |
Commitment Fees, etc. | 61 | ||||
2.11 |
Termination or Reduction of Revolving Commitments | 61 | ||||
2.12 |
Optional Prepayments | 62 | ||||
2.13 |
Mandatory Prepayments | 62 | ||||
2.14 |
Conversion and Continuation Options | 64 | ||||
2.15 |
Limitations on Eurodollar Tranches | 65 | ||||
2.16 |
Interest Rates and Payment Dates | 66 | ||||
2.17 |
Computation of Interest and Fees | 66 | ||||
2.18 |
Inability to Determine Interest Rate | 67 | ||||
2.19 |
Pro Rata Treatment and Payments | 69 | ||||
2.20 |
Requirements of Law | 70 | ||||
2.21 |
Taxes | 73 | ||||
2.22 |
Indemnity | 76 | ||||
2.23 |
Change of Lending Office | 76 | ||||
2.24 |
Replacement of Lenders | 77 | ||||
2.25 |
Foreign Currency Exchange Rate | 77 | ||||
2.26 |
Extension of the Facilities | 78 | ||||
2.27 |
Incremental Loan Extensions | 81 | ||||
2.28 |
Defaulting Revolving Lenders | 84 | ||||
2.29 |
Designation of Subsidiary Borrowers | 87 | ||||
2.30 |
MIRE Events | 89 | ||||
2.31 |
Replacement Facilities | 89 |
SECTION 3. |
LETTERS OF CREDIT |
92 | ||||
3.1 |
L/C Commitments | 92 | ||||
3.2 |
Procedure for Issuance of Letter of Credit | 93 | ||||
3.3 |
Fees and Other Charges | 93 | ||||
3.4 |
L/C Participations | 93 | ||||
3.5 |
Reimbursement Obligation of the Borrower | 95 | ||||
3.6 |
Obligations Absolute | 95 | ||||
3.7 |
Letter of Credit Payments | 96 | ||||
3.8 |
Applications | 97 | ||||
SECTION 4. |
REPRESENTATIONS AND WARRANTIES |
97 | ||||
4.1 |
Financial Condition | 97 | ||||
4.2 |
No Change | 97 | ||||
4.3 |
Existence; Compliance with Law | 97 | ||||
4.4 |
Power; Authorization; Enforceable Obligations | 97 | ||||
4.5 |
No Legal Bar | 98 | ||||
4.6 |
Litigation | 98 | ||||
4.7 |
No Default | 98 | ||||
4.8 |
Ownership of Property; Liens | 98 | ||||
4.9 |
Intellectual Property | 99 | ||||
4.10 |
Taxes | 99 | ||||
4.11 |
Federal Regulations | 99 | ||||
4.12 |
Labor Matters | 99 | ||||
4.13 |
ERISA | 99 | ||||
4.14 |
Investment Company Act; Other Regulations | 100 | ||||
4.15 |
Subsidiaries | 100 | ||||
4.16 |
Use of Proceeds | 100 | ||||
4.17 |
Environmental Matters | 100 | ||||
4.18 |
Accuracy of Information, etc. | 101 | ||||
4.19 |
Security Documents | 102 | ||||
4.20 |
Solvency | 103 | ||||
4.21 |
Anti-Corruption Laws and Sanctions | 103 | ||||
4.22 |
EEA Financial Institutions | 103 | ||||
SECTION 5. |
CONDITIONS PRECEDENT |
103 | ||||
5.1 |
Conditions to the Closing Date | 103 | ||||
5.2 |
Conditions to Each Extension of Credit | 106 | ||||
5.3 |
Additional Conditions Applicable to the Foreign Subsidiary Borrowers | 106 | ||||
SECTION 6. |
AFFIRMATIVE COVENANTS |
107 | ||||
6.1 |
Financial Statements | 108 | ||||
6.2 |
Certificates; Other Information | 109 | ||||
6.3 |
Payment of Taxes | 110 |
2
6.4 |
Maintenance of Existence; Compliance | 110 | ||||
6.5 |
Maintenance of Property; Insurance | 110 | ||||
6.6 |
Inspection of Property; Books and Records; Discussions | 110 | ||||
6.7 |
Notices | 110 | ||||
6.8 |
Environmental Laws | 111 | ||||
6.9 |
Additional Collateral, etc. | 111 | ||||
6.10 |
Designation of Subsidiaries | 116 | ||||
6.11 |
Post-Closing Real Estate Deliverables | 116 | ||||
6.12 |
Post-Closing Obligations | 118 | ||||
SECTION 7. |
NEGATIVE COVENANTS |
118 | ||||
7.1 |
Financial Condition Covenants | 119 | ||||
7.2 |
Indebtedness | 119 | ||||
7.3 |
Liens | 123 | ||||
7.4 |
Fundamental Changes | 127 | ||||
7.5 |
Disposition of Property | 128 | ||||
7.6 |
Restricted Payments | 131 | ||||
7.7 |
[Intentionally Omitted] | 132 | ||||
7.8 |
Investments | 132 | ||||
7.9 |
[Reserved] | 136 | ||||
7.10 |
Transactions with Affiliates | 136 | ||||
7.11 |
Sales and Leasebacks | 137 | ||||
7.12 |
Changes in Fiscal Periods | 137 | ||||
7.13 |
Negative Pledge Clauses | 137 | ||||
7.14 |
Lines of Business | 138 | ||||
7.15 |
Optional Payments and Modifications of Subordinated Indebtedness | 138 | ||||
7.16 |
Use of Proceeds | 138 | ||||
7.17 |
Special Purpose Finance Subsidiaries | 139 | ||||
7.18 |
Spinco | 139 | ||||
SECTION 8. |
EVENTS OF DEFAULT |
139 | ||||
SECTION 9. |
THE AGENTS |
143 | ||||
9.1 |
Appointment | 143 | ||||
9.2 |
Delegation of Duties | 143 | ||||
9.3 |
Exculpatory Provisions | 143 | ||||
9.4 |
Reliance by Administrative Agent | 144 | ||||
9.5 |
Notice of Default | 144 | ||||
9.6 |
Non-Reliance on Agents and Other Lenders | 144 | ||||
9.7 |
Indemnification | 145 | ||||
9.8 |
Agent in Its Individual Capacity | 145 | ||||
9.9 |
Successor Administrative Agent | 145 | ||||
9.10 |
Co-Documentation Agents | 146 |
3
9.11 |
Certain ERISA Matters | 146 | ||||
SECTION 10. |
MISCELLANEOUS |
148 | ||||
10.1 |
Amendments and Waivers | 148 | ||||
10.2 |
Notices | 152 | ||||
10.3 |
No Waiver; Cumulative Remedies | 153 | ||||
10.4 |
Survival of Representations and Warranties | 153 | ||||
10.5 |
Payment of Expenses and Taxes | 153 | ||||
10.6 |
Successors and Assigns; Participations and Assignments | 155 | ||||
10.7 |
Adjustments; Set-off | 158 | ||||
10.8 |
Counterparts | 159 | ||||
10.9 |
Severability | 159 | ||||
10.10 |
Integration | 159 | ||||
10.11 |
GOVERNING LAW | 159 | ||||
10.12 |
Submission To Jurisdiction; Waivers | 159 | ||||
10.13 |
Acknowledgments | 161 | ||||
10.14 |
Releases of Guarantees and Liens | 161 | ||||
10.15 |
Confidentiality | 162 | ||||
10.16 |
WAIVERS OF JURY TRIAL | 163 | ||||
10.17 |
USA Patriot Act | 163 | ||||
10.18 |
No Fiduciary Duty | 163 | ||||
10.19 |
Usury | 164 | ||||
10.20 |
Acknowledgement and Consent to Bail-In of EEA Financial Institutions | 164 | ||||
10.21 |
Conversion of Currencies | 165 | ||||
10.22 |
Separate Obligations | 165 | ||||
10.23 |
Several Obligations | 166 | ||||
10.24 |
Intercreditor Agreement | 166 |
4
SCHEDULES :
1.1A |
Commitments | |
1.1B |
Mortgaged Property | |
1.1C |
Existing Letters of Credit | |
1.1D |
Permitted Cash Pooling Agreements | |
4.1 |
Material Obligations | |
4.4 |
Consents, Authorizations, Filings and Notices | |
4.15 |
Subsidiaries | |
4.19(a) |
Financing Statements/Filing Offices | |
4.19(b) |
Mortgage Filing Jurisdictions | |
6.12 |
Post-Closing Obligations | |
7.2(d) |
Existing Indebtedness | |
7.3(f) |
Existing Liens | |
7.3(m) |
Existing Receivables Financing | |
7.5 |
Dispositions | |
7.8(h) |
Existing Investments | |
7.10 |
Transactions with Affiliates | |
EXHIBITS : | ||
A-1 |
Form of Guarantee Agreement |
|
A-2 |
Form of Collateral Agreement |
|
B |
Form of Compliance Certificate |
|
C |
Form of Closing Certificate |
|
D |
Form of Joinder Agreement |
|
E |
Form of Assignment and Assumption |
|
F |
Form of Exemption Certificate |
|
G |
Solvency Certificate |
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CREDIT AGREEMENT, dated as of October 1, 2018 (this Agreement ), among TENNECO INC., a Delaware corporation (the Company ), TENNECO AUTOMOTIVE OPERATING COMPANY INC., a Delaware corporation and a Subsidiary of the Company ( TAOC ), any other Subsidiary Borrowers (as defined herein) from time to time parties hereto, 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.
RECITALS
WHEREAS, pursuant to the Membership Interest Purchase Agreement (together with all exhibits and disclosure schedules thereto, the Purchase Agreement ) dated as of April 10, 2018 among the Company, Federal-Mogul LLC (the Target ), American Entertainment Properties Corp. (the Seller ), and Icahn Enterprises L.P., the Company will purchase from the Seller all of the issued and outstanding membership interests of the Target (the Membership Interest Purchase );
WHEREAS, no later than the business day immediately following the Membership Interest Purchase, the Target will merge with and into the Company, the Target will cease to exist and the Company will continue as the surviving entity in the merger (the Merger , collectively with the Membership Interest Purchase, the Acquisition ).
WHEREAS, in connection therewith, the Borrowers have requested that, simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrowers in the form of senior secured credit facilities in an aggregate amount of $4,900,000,000 comprised of (i) a $1,700,000,000 term loan A facility, (ii) a $1,700,000,000 term loan B facility and (iii) a $1,500,000,000 revolving credit facility, the proceeds of which will be used, among other things, to finance in part the Acquisition; and
WHEREAS, the Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.
ABR : for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) the Eurodollar Rate for a Eurodollar Loan with a one-month interest period commencing on such day plus 1%. Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the NYFRB Rate or such Eurodollar Rate, respectively. If ABR is being used as an alternate rate of interest pursuant to Section 2.18 hereof, then ABR shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
ABR Loans : Loans the rate of interest applicable to which is based upon the ABR.
ABR Swingline Commitment : the obligation of the ABR Swingline Lender to make ABR Swingline Loans pursuant to Section 2.8 in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.
ABR Swingline Lender : as the context may require, either (i) JPMCB, in its capacity as the lender of U.S. Swingline Loans, or (ii) JPMorgan Chase Bank, N.A., London Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans.
ABR Swingline Loans : as defined in Section 2.8.
Acquisition : as defined in the recitals hereto.
Additional Lender : any bank, financial institution or other entity, other than an Ineligible Institution, that makes a Replacement Term Loan or commitments under a Replacement Revolving Facility pursuant to Section 2.31.
Adjustment Date : as defined in the Pricing Grid.
Administrative Agent : JPMCB, together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors.
Affected Foreign Currency : as defined in Section 2.18(a)(iii).
Affiliate : as to any Person, any other Person that, at any time, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding the foregoing, no portfolio company owned by Icahn Enterprises L.P. or by an Affiliate of Icahn Enterprises L.P. shall be considered an Affiliate of the Borrower and its subsidiaries.
Agents : the collective reference to the Co-Documentation Agents and the Administrative Agent.
Agreement : as defined in the preamble hereto.
Agreement Currency : as defined in Section 10.21(b).
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Aggregate Exposure : with respect to any Lender at any time, an amount equal to the sum of (i) the aggregate then unpaid principal amount of such Lenders Term Loans and (ii) the amount of such Lenders Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lenders Revolving Extensions of Credit then outstanding.
Aggregate Exposure Percentage : with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lenders Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.
Agreement : this Credit Agreement, as amended, supplemented or otherwise modified from time to time.
All-in Yield : the yield of Indebtedness, whether in the form of interest rate, margin, commitment or ticking fees, original issue discount, upfront fees, index floors or otherwise, in each case, payable generally to the applicable lenders; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity; provided further that All-in Yield shall not include arrangement fees, structuring fees, consent fees or other fees in each case not paid to the applicable lenders generally.
Anti-Corruption Laws : all laws, rules and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Creditor : as defined in Section 10.21(b).
Applicable Intercreditor Agreement : the Intercreditor Agreement (which shall, in the case of and in connection with any incurrence of Other First Lien Obligations (as defined in the Intercreditor Agreement) after the Closing Date other than the Obligations, be amended to include an acknowledgment by the applicable Authorized Representatives and the Collateral Trustee (each as defined in the Intercreditor Agreement) that the Administrative Agent is and shall be the sole Major Non-Controlling Authorized Representative) or another intercreditor agreement reasonably satisfactory to the Administrative Agent.
Applicable Margin : (a) for each Type of Revolving Loan, Swingline Loan and Tranche A Term Loan, the rate per annum set forth under the relevant column heading below:
ABR Loans |
Eurodollar Loans
or Overnight LIBOR Loans |
|||||||
Revolving Loans and Swingline Loans |
0.75 | % | 1.75 | % | ||||
Tranche A Term Loans |
0.75 | % | 1.75 | % |
provided that from and after the first Adjustment Date occurring after the completion of the first full fiscal quarter ending after the Closing Date, the Applicable Margin with respect to Revolving Loans, Swingline Loans and Tranche A Term Loans will be determined pursuant to the Pricing Grid; and
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(b) for each Type of Tranche B Term Loan, a rate per annum equal to (i) at any time that the Companys corporate family rating is Ba3 (with a stable outlook) or higher from Moodys and BB- (with a stable outlook) or higher from S&P, (x) 2.75% for Tranche B Term Loans that are Eurodollar Loans and (y) 1.75% for Tranche B Term Loans that are ABR Loans and (ii) at all other times, (x) 3.00% for Tranche B Term Loans that are Eurodollar Loans and (y) 2.00% for Tranche B Term Loans that are ABR Loans. For purposes of the foregoing, if any rating established by Moodys or S&P shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change.
Applicable Minimum Amount : in the case of Revolving Loans, an amount equal to (x) if such Loans are denominated in Pounds Sterling, £5,000,000 or a whole multiple of £1,000,000 in excess thereof or (y) if such Loans are denominated in Euro, 5,000,000 or a whole multiple of 1,000,000 in excess thereof.
Applicable Prepayment Percentage : with respect to any prepayment of the Term Loans required pursuant to Section 2.13(b) in connection with any Asset Sale or Recovery Event (i) if the Senior Secured Leverage Ratio is less than 2.25 to 1.0 as of the last day of the most recently ended fiscal quarter for which financial statements are available, 50% or (ii) otherwise, 100%.
Application : with respect to an Issuing Lender, an application, in such form as such Issuing Lender may specify from time to time, requesting such Issuing Lender to issue or amend a Letter of Credit.
Arrangers : JPMorgan Chase Bank, N.A., Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Wells Fargo Securities, LLC and MUFG Bank, Ltd.
Asset Sale : any Disposition of property or series of related Dispositions of property (excluding (i) any such Disposition permitted by clause (a), (b), (c), (d), (e), (f), (g), (i), (j), (n), (o), (p), (r), (s), (t) or (bb) of Section 7.5 and (ii) any such Dispositions of Capital Stock or assets of Immaterial Subsidiaries not exceeding, in the aggregate over the life of the Facilities, 5% of Consolidated Total Assets of the Company and its Subsidiaries or 5% of Consolidated EBITDA for the period of twelve consecutive fiscal months most recently ended for which financial statements are available (it being understood that any such Disposition permitted to be excluded pursuant to this clause (ii) at the time such Disposition was made shall continue to be permitted to be excluded notwithstanding that the limitations specified in this clause (ii) for exclusion may no longer be satisfied thereafter)) that yields Net Cash Proceeds to the Company or any of its Subsidiaries in excess of $50,000,000.
Assignee : as defined in Section 10.6(c).
Assignment and Assumption : an Assignment and Assumption, substantially in the form of Exhibit E.
Assignor : as defined in Section 10.6(c).
Auto-Extension Letter of Credit : as defined in Section 3.1(a).
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Available Revolving Commitment : as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lenders Revolving Commitment then in effect over (b) such Lenders Revolving Extensions of Credit then outstanding; provided , that in calculating any Lenders Revolving Extensions of Credit for the purpose of determining such Lenders Available Revolving Commitment pursuant to Section 2.10(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.
Bail-In Action : the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation : with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
Beneficial Ownership Certification : a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation : 31 C.F.R. § 1010.230.
Benefit Plan : any of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a plan as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such employee benefit plan or plan.
Benefitted Lender : as defined in Section 10.7(a).
Board : the Board of Governors of the Federal Reserve System of the United States (or any successor).
Borrower : (a) with respect to the Tranche A Term Facility and the Tranche B Term Facility, the Company and (b) with respect to the Revolving Facility, the Company, TAOC and each other Subsidiary Borrower. The Company, TAOC and the other Subsidiary Borrowers are referred to herein collectively as the Borrowers .
Borrowing Date : any Business Day specified by the applicable Borrower as a date on which such Borrower requests the relevant Lenders to make Loans hereunder.
Business : as defined in Section 4.17(b).
Business Day : a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided , that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans or Overnight LIBOR Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market; provided further that (x) when used in connection with an Overnight LIBOR Loan or a Foreign Currency Revolving Loan, the term Business Day shall also exclude any day on which banks are not open for general
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business in London and (y) when used in connection with Eurodollar Loans denominated in Euro, the term Business Day shall also exclude any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (which utilizes a single shared platform and which was launched on November 19, 2007 (TARGET2)) (or, if such clearing system ceases to be operative, such other clearing system (if any) determined by the Administrative Agent to be a suitable replacement) is not open for settlement of payment in Euro.
Calculation Date : with respect to each Foreign Currency, the last day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day) and such other days from time to time as the Administrative Agent shall designate as a Calculation Date during the continuation of a Default; provided that (i) the second Business Day preceding each Borrowing Date (or in the case of Eurodollar Loans denominated in Pounds Sterling, on the Borrowing Date) with respect to, and each date of any continuation of, any Foreign Currency Revolving Loan which is a Eurodollar Loan shall also be a Calculation Date with respect to such Foreign Currency and (ii) subject to Section 2.12, the Borrowing Date with respect to any other Foreign Currency Revolving Loan shall also be a Calculation Date with respect to such Foreign Currency.
Capital Expenditures : for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.
Capital Lease Obligations : as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP; provided that, notwithstanding any change in GAAP after June 12, 2018 that would require obligations that would be classified and accounted for as an operating lease under GAAP as existing on the Closing Date to be classified and accounted for as capital leases or otherwise reflected on the consolidated balance sheet of the Company and its Subsidiaries, such obligations shall continue to be treated as operating leases for all purposes under this Agreement.
Capital Stock : any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
Cash Equivalents : (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or any
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United States branch of a foreign bank, in each case having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poors Financial Services LLC (together with any successor thereto, S&P ), P-2 by Moodys Investors Service, Inc. (together with any successor thereto, Moodys ) or F2 by Fitch, or carrying an equivalent rating by a nationally recognized rating agency, if all of the three named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated (i) in the case of any such state, commonwealth, territory, political subdivision or taxing authority, at least A by S&P, A by Moodys or A by Fitch or (ii) in the case of a foreign government, at least BBB- by S&P, Baa3 by Moodys or BBB- by Fitch; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA or Aaa, as applicable, by any two of S&P, Moodys and Fitch and (iii) have portfolio assets of at least $5,000,000,000; (i) debt securities of an issuer rated at least A-1 by S&P, P-1 by Moodys or F1 by Fitch, or carrying an equivalent rating by a nationally recognized rating agency; or (j) solely in respect of the ordinary course cash management activities of the Foreign Subsidiaries, (i) equivalents of the investments described in clause (a) above to the extent guaranteed by any member state of the European Union or the country in which the Foreign Subsidiary operates, (ii) equivalents of the investments described in clause (b) above issued, accepted or offered by any commercial bank organized under the laws of a member state of the European Union or the jurisdiction of organization of the applicable Foreign Subsidiary having at the acquisition thereof combined capital and surplus of not less than $250,000,000 and (iii) without limiting the foregoing sub-clauses (i) and (ii) of this clause (j), investments equivalent to those referenced in clauses (a) through (f) above denominated in foreign currencies and customarily used by Persons for cash management purposes to the extent guaranteed, issued, accepted or offered by (x) any country in which such Foreign Subsidiary operates or is organized or (y) any commercial bank organized under the laws of the jurisdiction in which such Foreign Subsidiary operates or is organized, as applicable, in each case without regard to any minimum rating or capital requirement specified in clauses (a) through (i) above, in an aggregate outstanding amount not to exceed at any time $15,000,000.
Cash Management Obligations : the collective reference to (a) any obligation of the Company or any of its Subsidiaries in respect of (i) overdrafts and related liabilities owed to any Lender (or any Affiliate of a Lender) that arise from treasury, depositary or cash pooling or management services including in connection with any automated clearing house transfers of funds or any similar transactions and (ii) credit, debit, travel and expense, corporate purchasing and/or other purchasing cards issued by any Lender (or any Affiliate of a Lender) to or for the benefit or
7
account of the Company or any of its Subsidiaries or their respective employees and (b) any Supplemental Cash Management Obligations. For the avoidance of doubt, the parties agree that (A) any obligation of the Company or its Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party constitutes a Cash Management Obligation for purposes hereof and (B) any Cash Management Obligation that was permitted to be entered into or designated as a Cash Management Obligation under this Agreement at the time such obligation was entered into or so designated shall continue to be secured by the Collateral even though a limitation under this Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.
Cash Pooling Agreement : any agreement, substantially in the form of (a) the Cash Pooling Agreement dated October 8, 2016 between Tenneco Management (Europe) Limited and Citibank, N.A. (the Existing Pooling Agreement ), by and among Company and/or any of its Subsidiaries, on the one hand, and one or more banks or similar financing institutions, on the other hand, together with any documents evidencing or governing any obligations relating thereto (including any guarantee agreements and security documents contemplated by or customary in connection with the Existing Pooling Agreement) or (b) any other cash pooling arrangement or agreement listed in Schedule 1.1D, in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring, in whole or in part, obligations (or adding Foreign Subsidiaries as additional parties or other Subsidiaries as guarantors thereunder) under any such agreement or any successor or replacement agreement and whether by the same or any other bank or similar financing institution or group of banks or similar financing institutions; provided that any such amendment, restatement, supplement or modification, extension, refinancing, replacement or other agreement is limited to the provision of a cash management system or systems for the Foreign Subsidiaries of the Company and will not create any Indebtedness, or Lien on the property, of the Company or any of its Subsidiaries for any other purpose. The Cash Pooling Agreements provide a cash management system for Foreign Subsidiaries of the Company, and obligations of Foreign Subsidiaries thereunder may be guaranteed by the Company and its Domestic Subsidiaries; provided , however , that neither the Company nor any of its Domestic Subsidiaries may grant a security interest in the Collateral or their other assets for the purpose of such guarantee except to the extent the secured party is a Lender (or any Affiliate of a Lender).
CFC : each Person that is a controlled foreign corporation as defined in Section 957 of the Code.
CFC Holding Company : a Person, substantially all of the assets of which consist of Capital Stock or debt that is treated as equity for United States federal income tax purposes of (a) one or more CFCs or (b) one or more CFC Holding Companies.
Change of Control : as defined in Section 8(k).
Closing Date : October 1, 2018.
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Closing Date Refinancing : the repayment, redemption, defeasance, discharge or termination of all Indebtedness of the Borrowers and their Subsidiaries under the Existing Company Credit Agreement and all third party Indebtedness for borrowed money of the Target and its Subsidiaries (other than the Target Notes and Indebtedness of the Target or any of its Subsidiaries permitted to remain outstanding or be incurred prior to the Closing Date under the Purchase Agreement), including, in each case, the termination of all commitments in respect thereof and the release of all related guarantees and security interests.
Code : the Internal Revenue Code of 1986, as amended from time to time.
Co-Documentation Agents : Branch Banking and Trust Company, Capital One, National Association, Canadian Imperial Bank of Commerce, New York Branch, Citizens Bank, N.A., Commerzbank AG, New York Branch, Fifth Third Bank, HSBC Bank USA, N.A., KBC Bank N.V., Mizuho Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, TD Bank N.A., U.S. Bank National Association, ING Bank NV Dublin Branch, Santander Bank, N.A., BNP Paribas, SunTrust Bank and Industrial and Commercial Bank of China Limited, New York Branch.
Collateral : all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document; provided that, for so long as such assets are not subject to any Liens securing the Target Notes, the Excluded Real Property shall not constitute Collateral; provided , further , that in no event shall any Company Stock constitute Collateral.
Collateral Agreement : the Collateral Agreement dated as of October 1, 2018 executed and delivered by each Borrower and each Subsidiary Guarantor pursuant to this Agreement, a copy of which is attached hereto as Exhibit A-2, as the same may be amended, supplemented or otherwise modified from time to time.
Collateral Trust Agreement : the Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time, including pursuant to the Collateral Trustee Resignation and Appointment Agreement), among the Company, Federal-Mogul Holdings Corporation, its Subsidiaries party thereto, the Administrative Agent, Citibank, N.A., as Collateral Trustee, and the other parties thereto.
Collateral Trustee Resignation and Appointment Agreement : the Collateral Trustee Resignation and Appointment, Joinder, Assumption and Designation Agreement, dated as of the Closing Date, among Wilmington Trust, National Association, Bank of America, N.A., the Administrative Agent, the Loan Parties party thereto, and the other parties thereto.
Collateral Trustee : Wilmington Trust, National Association, as Collateral Trustee under the Collateral Trust Agreement.
Commitment : as to any Lender, the sum of the Tranche A Term Commitment, the Tranche B Term Commitment and the Revolving Commitment of such Lender.
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Commitment Fee Rate : 0.30% per annum; provided that on and after the first Adjustment Date occurring after the completion of the first full fiscal quarter ending after the Closing Date, the Commitment Fee Rate will be determined pursuant to the Pricing Grid.
Commonly Controlled Entity : an entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001 of ERISA or is part of a group that includes the Company and that is treated as a single employer under Section 414 of the Code.
Company : as defined in the preamble hereto.
Company Stock : Capital Stock of the Company that constitutes margin stock within the meaning of Regulation U.
Compliance Certificate : a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.
Consolidated EBITDA : for any period, Consolidated Net Income for such period; plus , without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of:
(a) income tax expense,
(b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees, charges and expenses associated with Indebtedness (including with respect to the Loans and Indebtedness incurred in connection with the Transactions and any Permitted Refinancing Indebtedness of any Unsecured Notes and the transactions in connection therewith),
(c) depreciation and amortization expense and impairment charges,
(d) amortization of intangibles (including, but not limited to, goodwill) and organization costs,
(e) any extraordinary expenses or losses, determined in accordance with GAAP,
(f) unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business),
(g) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes,
(h) any other non-cash charges (excluding any such charge that constitutes an accrual of or a reserve for cash charges for any future period),
(i) restructuring charges and related charges,
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(j) pro forma adjustments, pro forma cost savings, operating expense reductions and cost synergies, in each case, related to any Specified Transaction consummated by the Company or any of its Subsidiaries and projected by the Company in good faith to result from actions taken or expected to be taken (in the good faith determination of the Company) within 18 months after the date any such Specified Transaction is consummated, and any run rate cost savings, operating expense reductions and synergies projected by the Company in good faith to result from actions either taken or expected to be taken within 18 months after the date of determination to take such action; provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, (B) no cost savings, operating expense reductions or synergies shall be added pursuant to this clause (j) to the extent duplicative of any expenses or charges relating to such cost savings, operating expense reductions or synergies that are included in clause (a) through (i) above or (k) through (q) below (it being understood and agreed that run rate shall mean the full recurring benefit that is associated with any action taken), and (C) the share of any such cost savings, expenses and charges with respect to a joint venture that are to be allocated to the Company or any of the Subsidiaries shall not exceed the total amount thereof for any such joint venture multiplied by the percentage of income of such joint venture expected to be included in Consolidated EBITDA for the relevant Test Period,
(k) any costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by the Company or any of its subsidiaries, together with any related provision for taxes,
(l) consulting fees and advisory fees incurred and taxes incurred or accrued in connection with the Acquisition,
(m) non-cash expenses resulting from any employee benefit or management compensation plan or grant of stock and stock options or other equity and equity-based interests to employees of the Company or any Subsidiary pursuant to a written plan or agreement (including expenses arising from the grant of stock and stock options prior to the Closing Date) or the treatment of such options or other equity and equity-based interests under variable plan accounting,
(n) consulting fees, advisory fees, financing fees incurred and taxes incurred or accrued in connection with the Spin-Off,
(o) costs and expenses incurred in connection with the preparation, negotiation and delivery of the Loan Documents,
(p) non-recurring transaction fees and expenses incurred, or amortization thereof, in connection with, to the extent permitted hereunder, any Investment, any issuance of debt or equity, any Disposition, any casualty event or any amendments or waivers of the Loan Documents, and refinancing, refunding, renewals or extensions permitted hereunder in connection therewith, in each case, whether or not consummated, and
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(q) cash expenses relating to customary earn outs and similar obligations with a finite duration to the extent constituting Indebtedness; provided that the aggregate amount of all adjustments pursuant to the foregoing clauses (f), (i), (j) and (k) shall not exceed (x) 20% of Consolidated EBITDA during the first four full fiscal quarters following the Closing Date, (y) 17.5% of Consolidated EBITDA during the fifth through eighth full fiscal quarters following the Closing Date and (z) 15% of Consolidated EBITDA thereafter (such percentage, in each case, calculated before any amounts are added to Consolidated EBITDA pursuant to clauses (f), (i), (j) and (k)), and
minus , to the extent taken into account in calculating Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains, determined in accordance with GAAP, (c) unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (d) any non-cash income, all as determined on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a Reference Period ) pursuant to any determination of a Financial Covenant, if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition or a Material Disposition, Consolidated EBITDA for such Reference Period shall be calculated on a Pro Forma Basis as if such Material Acquisition or Material Disposition occurred on the first day of such Reference Period.
In addition, for purposes of calculating any Financial Covenant, Consolidated EBITDA for any period prior to the Spin-Off shall be increased (but not by more than $45,000,000 in any fiscal year) by the amount of aftermarket acquisition costs of the Company and its Subsidiaries to the extent such costs otherwise reduce Consolidated EBITDA for such period. In addition, in the event that any Permitted Sale/Leaseback results in the Company or a Subsidiary entering into an operating lease, then Consolidated EBITDA for any period shall be deemed to be increased by the amount of lease payments under such operating lease made during such period.
Consolidated Interest Coverage Ratio : for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.
Consolidated Interest Expense : for any period, total interest expense of the Company and its Subsidiaries for such period determined in accordance with GAAP (excluding, to the extent otherwise included in such interest expense, (i) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, (ii) any fees, including upfront fees, and any other fees and expenses associated or paid in connection with this Agreement or the consummation of the Transaction, (iii) annual agency fee, paid to the Administrative Agent, (iv) fees and expenses associated with any Investment permitted pursuant to Section 7.8 or any issuance of Capital Stock or Indebtedness permitted hereunder (whether or not consummated), (v) any interest component relating to the accretion or accrual of discounted liabilities and (vi) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest income. Notwithstanding the foregoing, in the event that Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback, then Consolidated Interest Expense for any period shall be deemed to be increased by the interest component of lease payments under such operating lease made during such period (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11).
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Consolidated Leverage Ratio : as at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount (excluding any portion of the Domestic Receivables Program Amount that constitutes an off-balance sheet true sale transaction with customary limited recourse based upon the collectability of the receivables sold and without any guarantee by the Company or any of its Subsidiaries) on such day to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Consolidated Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Consolidated Leverage Ratio, any Indebtedness ( New Indebtedness ) incurred to refinance existing Indebtedness of the Company ( Existing Indebtedness ) shall be excluded in calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within 60 days after the incurrence thereof.
Consolidated Net Income : for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary and (d) any goodwill or other asset impairment charges, write-offs or write-downs or amortization of intangibles; provided that solely for purposes of Section 7.6, non-cash restructuring charges of the Company and its Subsidiaries which would otherwise reduce Consolidated Net Income shall be added back to Consolidated Net Income (and, for avoidance of doubt, any cash payment made in respect of such non-cash restructuring charges shall be included in calculating Consolidated Net Income for the period in which such payment is made). For the avoidance of doubt, the proceeds from the Spin-Off received by the Company and its Subsidiaries shall not increase Consolidated Net Income.
Consolidated Net Leverage Ratio : at the last day of any period, the ratio of (a) Consolidated Total Debt plus (to the extent not included in Consolidated Total Debt) the Domestic Receivables Program Amount (excluding any portion of the Domestic Receivables Program Amount that constitutes an off-balance sheet true sale transaction with customary limited recourse based upon the collectability of the receivables sold and without any guarantee by the Company or any of its Subsidiaries) on such day, less the aggregate amount of unrestricted cash and cash
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equivalents of the Company and its Subsidiaries (such amount of unrestricted cash and cash equivalents not to exceed (x) prior to the consummation of the Spin-Off, $500,000,000 and (y) from and after the consummation of the Spin-Off, an amount equal to 30% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1) to (b) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Consolidated Net Leverage Ratio on any day, Consolidated Total Debt shall be deemed to be increased by the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Consolidated Net Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded in calculating Consolidated Total Debt, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within 60 days after the incurrence thereof.
Consolidated Scheduled Funded Debt Payments : as of any date for the applicable Excess Cash Flow Period with respect to the Company and its Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal made in cash during such period on Consolidated Total Debt that constitutes Funded Debt (including the implied principal component of payments due on Capital Lease Obligations during such period).
Consolidated Total Assets : at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption total assets (or any like caption) on a consolidated balance sheet of the Company and its Subsidiaries at such date.
Consolidated Total Debt : at any date, the aggregate principal amount of all Indebtedness (other than Indebtedness permitted by Section 7.2(gg) to the extent such Indebtedness is used (x) to repay other Indebtedness of the Company and its Subsidiaries existing prior to the incurrence of such Indebtedness or (y) to finance a dividend to the Company to repay other Indebtedness of the Company and its Subsidiaries existing prior to the incurrence of such Indebtedness) of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.
Contingent Purchase Price Obligations : any earnout obligations or similar deferred or contingent purchase price obligations of the Borrower or any of its Subsidiaries incurred or created in connection with any acquisition to the extent such obligations are a liability on the consolidated balance sheet of the Borrower in accordance with GAAP.
Continuing Directors : the directors of the Company on the Closing Date, and each other director, if, in each case, such other directors nomination for election to the board of directors of the Company is recommended or approved by at least a majority of the then Continuing Directors.
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Contractual Obligation : as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Credit Party : the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender.
Default : any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Defaulting Lender : any Lender, as reasonably determined by the Administrative Agent, that (a) in the case of any Revolving Lender, has (i) failed to fund any portion of its Revolving Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lenders good faith determination that a condition precedent to funding has not been satisfied, (ii) notified the Company or any Credit Party in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (iii) failed, within five Business Days after receipt of request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans; provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon the Administrative Agents receipt of such certification in form and substance satisfactory to it and the Administrative Agent or (iv) otherwise failed to pay over to any Credit Party any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (b) in the case of any Lender, (i) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, unless, in the case of any Lender referred to in this clause (b), (x) the Company and the Administrative Agent shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder or (y) with respect to any Lender subject to an appointment referred to in this clause (b), such appointment is made by a Governmental Authority or instrumentality thereof under or based on the law in the country where such Lender is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed or (ii) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action; provided , that a Lender will not qualify as a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in a Defaulting Lender or any Person controlling a Defaulting Lender, or the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or an instrumentality thereof; provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
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Disposition : with respect to any property or right, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof (other than any transaction for purposes of collateral or security to the extent permitted hereunder). The terms Dispose and Disposed of shall have correlative meanings.
Dollar Equivalent : at any time as to any amount denominated in a Foreign Currency, the equivalent amount in Dollars as determined by the Administrative Agent at such time on the basis of the Exchange Rate for the purchase of Dollars with such Foreign Currency on the most recent Calculation Date for such Foreign Currency.
Dollar Revolving Loans : as defined in Section 2.6(a).
Dollars and $ : dollars in lawful currency of the United States.
Domestic Borrower : the Company and any Domestic Subsidiary Borrower.
Domestic Funding Office : the Administrative Agents office located at 500 Stanton Christiana Road, Ops 2, Floor 3, Newark, DE 19713, or such other office as may be designated by the Administrative Agent by written notice to the Company and the Lenders.
Domestic Loan Party : each Domestic Borrower and each other Loan Party that is a Domestic Subsidiary.
Domestic Obligations : as defined in Section 10.22.
Domestic Receivables Program Amount : at any time, the aggregate principal amount of proceeds received by the Company and its domestic Subsidiaries from parties outside of the Companys consolidated group and which remain outstanding at such time in connection with a Permitted Receivables Financing, together with the aggregate funded amount relating to all factoring programs, in each case of the Company and its domestic Subsidiaries.
Domestic Subsidiary : any Subsidiary of the Company organized under the laws of any jurisdiction within the United States.
Domestic Subsidiary Borrower : any Subsidiary Borrower that is a Domestic Subsidiary.
ECF Calculation Year : as defined in Excess Cash Flow.
ECF Percentage : 50%; provided , that, with respect to the first full fiscal year of the Company ending after the Closing Date and each fiscal year thereafter, the ECF Percentage shall be reduced to (a) 25% if the Senior Secured Leverage Ratio as of the last day of such fiscal year is less than 2.0 to 1.0 but greater than 1.5 to 1.0 and (b) 0% if the Senior Secured Leverage Ratio as of the last day of such fiscal year is not greater than 1.5 to 1.0.
ECF Threshold : as defined in Section 2.13(c).
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EEA Financial Institution : (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country : any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
EEA Resolution Authority : any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
EMU : Economic and Monetary Union as contemplated in the Treaty.
Environmental Laws : as to any Person, any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
ERISA : the Employee Retirement Income Security Act of 1974, as amended from time to time.
EU Bail-In Legislation Schedule : the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
Euro : the single currency of Participating Member States introduced in accordance with the provisions of Article 109(1)4 of the Treaty and, in respect of all payments to be made under this Agreement in Euro, means immediately available, freely transferable funds.
Eurodollar Loans : Loans the rate of interest applicable to which is based upon the Eurodollar Rate.
Eurodollar Rate : with respect to any Eurodollar Loan for any Interest Period, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for the relevant currency for a period equal in length to such Interest Period as displayed on page LIBOR01 or LIBOR02 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the Screen Rate) at approximately 11:00 A.M., London time, two Business Days prior to the commencement of such Interest Period (or, in the case of any Eurodollar Loan denominated in Pounds Sterling, on the first day of such Interest Period); provided that if the applicable Screen Rate shall be less than zero,
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such rate shall be deemed to be zero for the purposes of this Agreement; provided , further, that, if the applicable Screen Rate shall not be available at such time for such Interest Period (an Impacted Interest Period ) with respect to the relevant currency, then the Eurodollar Rate shall be the Interpolated Rate at such time. Interpolated Rate means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available in the relevant currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available for the relevant currency) that exceeds the Impacted Interest Period, in each case, at such time; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Eurodollar Tranche : the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).
Event of Default : any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Excess Cash Flow : for any fiscal year, an amount equal to:
(a) the sum, without duplication, of:
(i) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or losses attributable to Asset Sale or Recovery Events or the incurrence by the Company or any Subsidiary of any Indebtedness (other than any Indebtedness permitted to be incurred under Section 7.2);
(ii) depreciation, depletion, amortization and other non-cash charges, expenses or losses, including the non-cash portion of interest expense or any deferred tax expense, deducted in determining such consolidated net income or loss for such fiscal year;
(iii) the sum of (x) the amount, if any, by which Net Working Capital decreased during such fiscal year (except as a result of (i) the reclassification of items from short-term to long-term or vice-versa or (ii) the Spin-Off) and (y) the net amount, if any, by which the consolidated deferred revenues of the Company and its consolidated Subsidiaries increased during such fiscal year;
(iv) income tax expense, including penalties and interest, to the extent deducted in determining Consolidated Net Income for such period; and
(v) cash inflows in respect of Hedge Agreements during such fiscal year to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period; minus
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(b) the sum, without duplication, of:
(i) the amount of all non-cash gains included in arriving at such Consolidated Net Income for such fiscal year;
(ii) the sum of (x) the amount, if any, by which Net Working Capital increased during such fiscal year (except as a result of (i) the reclassification of items from long-term to short-term or vice-versa or (ii) the Spin-Off) and (y) the net amount, if any, by which the consolidated deferred revenues of the Company and its consolidated Subsidiaries decreased during such fiscal year;
(iii) the sum of, in each case except to the extent financed with Long-Term Indebtedness, (x) the aggregate amount of Restricted Payments by the Company made in cash for such fiscal year pursuant to Section 7.6(b) or 7.6(f), (y) the aggregate amount of cash consideration paid during such fiscal year by the Company and its consolidated Subsidiaries to make acquisitions permitted by Section 7.8(j) and other Investments permitted pursuant to Section 7.8(d), (g) or (q) (including contracted acquisitions permitted by Section 7.8(j) and other Investments permitted pursuant to Section 7.8(d), (g) or (q) so long as (1) such amounts are contractually committed by December 31 of the applicable fiscal year for which Excess Cash Flow is being calculated (the ECF Calculation Year), (2) such amounts are utilized (and, for the avoidance of doubt, shall not be deducted when used) during the fiscal year immediately following such ECF Calculation Year and (3) any amounts not utilized during the fiscal year immediately following such ECF Calculation Year shall be included in the calculation of Excess Cash Flow for the fiscal year immediately following such ECF Calculation Year) and (z) payments in cash made by the Company and its consolidated Subsidiaries with respect to any noncash charges added back pursuant to clause (a)(ii) above in computing Excess Cash Flow for any prior fiscal year;
(iv) Consolidated Scheduled Funded Debt Payments (except to the extent financed with the proceeds of Funded Debt other than revolving Indebtedness);
(v) (x) income taxes, including penalties and interest, and (y) payments and other contributions to employee pension benefit, retirement or similar plans, in each case paid in cash during such period;
(vi) the aggregate amount of voluntary or mandatory permanent principal payments or mandatory repurchases of (A) Indebtedness for borrowed money and (B) the principal component of payments in respect of Capital Lease Obligations (in each case, excluding the Consolidated Scheduled Funded Debt Payments and Revolving Commitments);
(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness (except to the extent financed with the proceeds of Funded Debt other than revolving Indebtedness) to the extent that the amount so prepaid, satisfied or discharged is not deducted from Consolidated Net Income for purposes of calculating Excess Cash Flow);
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(viii) cash payments made (to the extent not deducted in arriving at Consolidated Net Income) in satisfaction of noncurrent liabilities (excluding payments of Indebtedness for borrowed money) not made directly or indirectly using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period;
(ix) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with, to the extent permitted hereunder, any Investment, asset disposition, equity issuance or debt issuance (whether or not consummated); and
(x) cash expenditures in respect of Hedge Agreements during such fiscal year to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period.
Excess Cash Flow Application Date : for any prepayment pursuant to Section 2.13(c), the date no later than five Business Days after the earlier of (A) the date on which financial statements of the Company referred to in Section 6.1(a) for the fiscal year with respect to which such prepayment is made are required to be delivered to the Administrative Agent and (B) the date the financial statements referred to in clause (A) above are actually delivered.
Excess Cash Flow Period : any fiscal year of the Company, commencing with the first full fiscal year ending after the Closing Date.
Exchange Act : the Securities Exchange Act of 1934, as amended.
Exchange Act Report : collectively, the Annual Report of the Company on Form 10-K for the year ended December 31, 2017 and Current Reports on Form 8-K of the Company filed with or furnished to the SEC subsequent to December 31, 2017, but prior to the Closing Date, in each case, as amended or supplemented prior to the Closing Date.
Exchange Rate : on any day, with respect to any currency, the rate at which such currency may be exchanged into any other currency, as set forth at approximately 11:00 A.M., London time, on such date as provided by ICE Data Services. In the event that such rate is not provided by ICE Data Services, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent (and the Administrative Agent agrees to promptly notify the Company of the identity of any such service), or, in the event no such service is selected, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 A.M., Local Time, on such date for the purchase of the relevant currency for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Company, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.
Excluded Assets : as defined in the Collateral Agreement.
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Excluded Real Property : the real property located at (a) 929 Anderson Road, Litchfield, Michigan 49252 and (b) 1111 Izaak Walton Rd., Seward, Nebraska 68434; provided that such real property shall not constitute Excluded Real Property if such real property is pledged or mortgaged to secure other Indebtedness.
Excluded Subsidiary : (i) any Foreign Subsidiary, (ii) any other Subsidiary if and at such time as the Company and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such other Subsidiary, (iii) any Immaterial Subsidiary, (iv) any Finance Subsidiary or any Special Purpose Finance Subsidiary, (v) any CFC Holding Company, (vi) any Domestic Subsidiary that is a Subsidiary of a CFC, (vii) any Unrestricted Subsidiary, (viii) any Subsidiary that is prohibited by applicable law existing on the Closing Date or by applicable law or contractual obligation existing at the time of the formation or acquisition by the Company (or any of its Subsidiaries) of such Subsidiary (so long as such contractual obligation is not entered into in contemplation of such formation or acquisition) from providing a guarantee under the Guarantee Agreement or from having a Lien on its Capital Stock to secure the Obligations, as the context may require, for so long as such prohibition exists, or if such guarantee or such Lien, as the context may require, would require governmental (including regulatory) consent, approval, license or authorization unless such consent, approval, license or authorization has been received, (ix) any Subsidiary that is a not-for-profit organization, (x) Spinco and its Subsidiaries after the earlier of (A) the incurrence of Indebtedness pursuant to Section 7.2(gg) or (B) consummation of the Spin-Off and (xi) any other Subsidiary with respect to which, in the reasonable judgment of the Company, the burden or cost (including any adverse tax consequence) of providing a guarantee under the Guarantee Agreement or a Lien on its Capital Stock to secure the Obligations, as the context may require, will outweigh the benefits to be obtained by the Lenders therefrom.
Excluded Swap Obligation : with respect to any Guarantor (a) any Swap Obligation if, and to the extent that, and only for so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantors failure to constitute an eligible contract participant, as defined in the Commodity Exchange Act and the regulations thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an Excluded Swap Obligation of such Guarantor as specified in any agreement between the relevant Loan Parties and counterparty applicable to such Swap Obligations, and agreed by the Administrative Agent. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guarantee or security interest is or becomes illegal.
Existing Company Credit Agreement : the Fifth Amended and Restated Credit Agreement, dated as of May 12, 2017, among the Borrowers, the banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (as amended, modified or supplemented from time to time on or prior to the Closing Date).
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Existing Indebtedness : as defined in the definition of Consolidated Leverage Ratio.
Existing Letters of Credit : the Letters of Credit (as defined in the Existing Company Credit Agreement) and the Letters of Credit (as defined under the Existing Target Credit Agreement) in each case outstanding on the Closing Date immediately prior to the effectiveness of this Agreement. Schedule 1.1C contains a list of the Existing Letters of Credit.
Existing Receivables Financing : (a) each receivables financing transaction existing on the Closing Date and set forth on Schedule 7.3(m) attached hereto and (b) each receivables financing transaction entered into after the Closing Date which satisfies the criteria for a Permitted Receivables Financing.
Existing Target Credit Agreement : Term Loan and Revolving Credit Agreement, dated as of December 27, 2007, by and among the Target, Bank of America, N.A., as Revolving Administrative Agent, Citibank, N.A., as Tranche B Term Administrative Agent, Credit Suisse AG, as Tranche C Term Administrative Agent and the lenders party thereto (as amended, modified or supplemented from time to time on or prior to the Closing Date).
Existing Unsecured Notes : as defined in Section 7.2(f).
Extended Commitment : as defined in Section 2.26(a).
Extended Credit : as defined in Section 2.26(a).
Extended Loan : as defined in Section 10.1(d).
Extension : as defined in Section 2.26(a).
Extension Offer : as defined in Section 2.26(a).
Facility : each of (a) the Tranche A Term Loans (the Tranche A Term Facility ), (b) the Tranche B Term Loans (the Tranche B Term Facility ), (b) the Revolving Commitments and the extensions of credit made thereunder (the Revolving Facility ) and (c) each other credit facility that may be added to this Agreement after the date hereof.
FATCA : Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any of the foregoing, or any treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
Federal Funds Effective Rate : for any day, the rate calculated by the NYFRB based on such days federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
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Finance Subsidiary : Tenneco Automotive RSA Company, Federal-Mogul Transaction LLC and any other Wholly Owned Subsidiary of the Company that is formed for the sole purpose of engaging in Permitted Receivables Financings.
Financial Covenant : any of the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Senior Secured Leverage Ratio.
Fitch : Fitch Ratings Inc., together with any successor thereto.
Fixed Incremental Amount : as defined in Section 2.27.
Flood Laws : collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
Foreign Currencies : (i) Euro and Pounds Sterling and (ii) such other currencies that the Company may from time to time request subject to the approval of the Administrative Agent and each Revolving Lender.
Foreign Currency Revolving Loans : as defined in Section 2.6(a).
Foreign Guarantor : as defined in Section 6.9(g)(ii).
Foreign Loan Party : each Foreign Subsidiary Borrower and each Foreign Guarantor.
Foreign Obligations : as defined in Section 10.22.
Foreign Subsidiary : any Subsidiary of the Company that is not a Domestic Subsidiary.
Foreign Subsidiary Borrower : any Subsidiary Borrower which is a Foreign Subsidiary.
Funded Debt : with respect to any Person, all Indebtedness for borrowed money of such Person that (x) by its terms matures more than one year from the date of its creation or (y) matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, and shall in any event include Indebtedness in respect of the Loans.
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Funding Office : the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Company and the Lenders.
GAAP : generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of the definition of Applicable Prepayment Percentage or any Financial Covenant, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements delivered pursuant to Section 4.1; provided that, if the Company notifies the Administrative Agent within one year after the effectiveness of any applicable Accounting Change (as defined below) that the Company requests an amendment to any provision hereof to eliminate the effect of such Accounting Change or in the application thereof on the operation of such provision (or if the Required Lenders notify the Company within one year after the effectiveness of any such Accounting Change that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such Accounting Change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Accounting Change refers to a change after the date hereof in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
Governmental Authority : any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange, any self-regulatory organization (including the National Association of Insurance Commissioners) and any applicable supranational bodies (such as the European Union or the European Central Bank).
Guarantee Agreement : the Guarantee Agreement dated as of October 1, 2018 executed and delivered by each Borrower and each Subsidiary Guarantor pursuant to this Agreement, a copy of which is attached hereto as Exhibit A-1, as the same may be amended, supplemented or otherwise modified from time to time.
Guarantee Obligation : as to any Person (the guaranteeing person ), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which obligation the guaranteeing person has issued a reimbursement, counter indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness or other obligations (the primary obligations ) of any other third Person (the primary obligor ) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make
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payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing persons maximum reasonably anticipated liability in respect thereof as determined by the Company in good faith.
Guarantors : the collective reference to the Subsidiary Guarantors and any other Person that guarantees payment of all or a portion of the Obligations (including, for the avoidance of doubt, the Company and any Foreign Guarantor).
Hart County Facility : the facility formerly owned by TAOC located in Hart County, Georgia.
Hart County Facility IDB Transaction : (i) the transfer by TAOC of the Hart County Facility to the Hart County Industrial Building Authority in exchange for $42,000,000 of industrial development bond financing, (ii) the lease back by TAOC of the Hart County Facility and (iii) all related transactions.
Hedge Agreements : all interest rate swaps, caps, collar, forward, future or option agreements or similar arrangements dealing with interest rates, currency exchange rates, the exchange of nominal interest obligations or commodities, in each case either generally or under specific contingencies, or any other arrangement constituting a Swap Agreement.
Immaterial Subsidiaries : at any time, Subsidiaries of the Company (i) having aggregate total assets (as determined in accordance with GAAP) in an amount of less than 7.5% of Consolidated Total Assets of the Company and its Subsidiaries as of the last day of the immediately preceding fiscal quarter for which financial statements are available and (ii) contributing in the aggregate less than 7.5% to Consolidated EBITDA for the period of twelve consecutive fiscal months most recently ended for which financial statements are available. In the event that total assets of all Immaterial Subsidiaries exceed 7.5% of Consolidated Total Assets as of the last day of the immediately preceding fiscal quarter for which financial statements are available or the total contribution to Consolidated EBITDA of all Immaterial Subsidiaries exceeds 7.5% of Consolidated EBITDA for the relevant period, as the case may be, the Company will designate Subsidiaries which would otherwise constitute Immaterial Subsidiaries to be excluded as Immaterial Subsidiaries until such 7.5% thresholds are met.
Incremental Availability Amount : as defined in Section 2.27.
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Incremental Equivalent Debt : Indebtedness in an amount not to exceed the then available Incremental Availability Amount incurred by any Loan Party consisting of the issuance of one or more series of senior secured notes or loans, junior lien loans or notes, subordinated loans or notes or senior unsecured loans or notes (in each case in respect of the issuance of notes, whether issued in a public offering, Rule 144A or other private placement or purchase or otherwise) or any bridge financing in lieu of the foregoing, or secured or unsecured mezzanine debt, in each case, to the extent secured, subject to (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations, a customary junior lien intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, an Applicable Intercreditor Agreement; provided that such Incremental Equivalent Debt shall be subject to the requirements set forth in Section 2.27 applicable to Incremental Term Facilities mutatis mutandis , except that (a) such Incremental Equivalent Debt shall not be subject to the requirements set forth Section 2.27(a)(vii) (other than with respect to any Incremental Equivalent Debt in the form of term loans secured by the Collateral on a pari passu basis with the Term Loans, which shall be subject to Section 2.27(a)(vii) mutatis mutandis ) and (b) the requirements set forth in Section 2.27(a)(v) shall not apply to any Incremental Equivalent Debt consisting of a customary bridge facility so long as, subject to customary conditions, such bridge facility automatically converts into long-term debt satisfying the requirements set forth in Section 2.27(a)(v) mutatis mutandis .
Incremental Facility : as defined in Section 2.27.
Incremental Revolving Facility : as defined in Section 2.27.
Incremental Term Facility : as defined in Section 2.27.
Incremental Tranche A Term Facility : as defined in Section 2.27.
Incremental Tranche B Term Facility : as defined in Section 2.27.
Indebtedness : of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of such Persons business maturing less than one year from the creation thereof), including Contingent Purchase Price Obligations solely to the extent satisfying the definition thereof, (c) all obligations of such Person evidenced by notes, bonds (excluding surety bonds), debentures or other similar instruments (other than an operating lease, synthetic lease or similar arrangement), (d) for the purposes of Sections 7.2 and 8(e) only, all indebtedness created or arising under any conditional sale or other title retention agreement (other than an operating lease) with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) for the purposes of Sections 7.2 and 8(e) only, all Capital Lease Obligations of such Person; provided that Capital Lease Obligations of such Person arising from Permitted Sale/Leasebacks shall be Indebtedness for purposes of any Financial Covenant and related defined terms, (f) for the purposes of Sections 7.2 and 8(e) only, all obligations of such Person, contingent or otherwise, as an account party under acceptances, surety bonds or similar arrangements (other than obligations arising out of endorsements of instruments for deposit or collection in the ordinary course of business), (g) all unpaid reimbursement obligations of such Person in respect of drawings under letters of credit and surety bonds and, for purposes of Sections 7.2 and 8(e) only, the face amount of all letters of credit issued for the account of such Person, (h) for the purposes of Sections 7.2 and 8(e) only, all
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Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) without limitation of the foregoing, all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation; provided that the amount of any such obligation shall be deemed to be the lesser of the face principal amount thereof and the fair market value of the property subject to such Lien and (j) for the purposes of Sections 7.2 and 8(e) only, all obligations of such Person in respect of Hedge Agreements; provided that, for purposes of Sections 7.2 and 8(e), the amount of Indebtedness included with respect to any such Hedge Agreement shall be based on the net termination value thereof. Notwithstanding the foregoing, (i) obligations of the Company and its Subsidiaries in respect of bankers acceptances issued through the Company, its Subsidiaries or any joint ventures thereof in the Peoples Republic of China up to an aggregate amount at any time outstanding of $50,000,000 shall not constitute Indebtedness, (ii) overdrafts by the Company and its Subsidiaries in the ordinary course of business in connection with cash management (and not working capital) and (iii) trade letter of credit with a maturity of less than 180 days issued in the ordinary course of business shall not constitute Indebtedness.
Indemnified Liabilities : as defined in Section 10.5.
Indemnitee : as defined in Section 10.5.
Ineligible Institutions : as defined in Section 10.6(b).
Insolvency : with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.
Insolvent : pertaining to a condition of Insolvency.
Intellectual Property : all rights, priorities and privileges, whether arising under United States, multinational or foreign laws or otherwise, relating to copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes and other intellectual property, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
Intercreditor Agreement : the Pari Passu Intercreditor Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time, including pursuant to Joinder No. 2, dated as of the Closing Date, among the Administrative Agent, Citibank, N.A., as Collateral Trustee, and the other parties thereto (the Intercreditor Joinder )), among Citibank, N.A., as Collateral Trustee, Wilmington Trust, National Association, the Administrative Agent and the Loan Parties party thereto.
Interest Payment Date : (a) as to any ABR Loan, the second Business Day of each January, April, July and October to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of
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such Interest Period and the last day of such Interest Period, (d) as to any Overnight LIBOR Loan, on the last day of each interval of up to five Business Days (as specified by the applicable Borrower on the Borrowing Date) commencing from the date such Overnight LIBOR Loan is made and (e) as to any Loan (other than any Revolving Loan that is an ABR Loan and any ABR Swingline Loan), the date of any repayment or prepayment made in respect thereof.
Interest Period : as to any Eurodollar Loan, (i) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one week, or one, two, three or six months thereafter, as selected by the applicable Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto, or any other period agreed upon between the applicable Borrower and the Lenders; (ii) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one week or one, two, three or six months thereafter, as selected by the applicable Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, in the case of Loans denominated in Dollars, and 11:00 A.M., London time, in the case of Foreign Currency Revolving Loans, three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:
(A) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;
(B) no Borrower may select an Interest Period under a particular Facility that would extend beyond the Revolving Termination Date, in the case of the Revolving Facility, or beyond the Tranche A Final Maturity Date, in the case of the Tranche A Term Facility;
(C) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month unless such Interest Period has a duration of less than one month; and
(D) the applicable Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan.
Investments : as defined in Section 7.8.
IRS : as defined in Section 2.21(e).
ISP : with respect to any Letter of Credit, the International Standby Practices 1998 published by the International Chamber of Commerce under Publication No. 590 (or such later version thereof as may be in effect at the time of issuance).
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Issuing Lender : (i) JPMCB, Barclays Bank PLC, Bank of America, N.A., Citibank, N.A., MUFG Bank, Ltd. and Wells Fargo Bank, N.A. or (ii) any other Lender (which may act through its affiliates) requested by the Company and reasonably acceptable to the Administrative Agent which agrees to act as an Issuing Lender hereunder, in each case its capacity as issuer of any Letter of Credit. Each reference herein to Issuing Lender shall be deemed to be a reference to the relevant Issuing Lender.
Joinder Agreement : as defined in Section 2.29(a).
Joint Venture : any Person in which the Company and/or its Subsidiaries hold less than a majority of the Capital Stock, and which does not constitute a Subsidiary of the Company, whether direct or indirect.
JPMCB : JPMorgan Chase Bank, N.A.
Judgment Currency : as defined in Section 10.21(b).
Knowledge or to the Knowledge : of any Loan Party or any Subsidiaries of any Loan Party, the actual knowledge, after reasonable good faith investigation, of a Responsible Officer of such Loan Party or such Subsidiary; provided, however, that, solely with respect to the Target or any of the properties, assets, liabilities or obligations thereof, and solely with respect to all periods occurring prior to the Closing Date, such term means the actual knowledge, assuming the accuracy of the representations and warranties contained in the Purchase Agreement and after the Companys diligent investigation in the acquisition of the Target and the other transactions contemplated by the Purchase Agreement, of a Responsible Officer of such Loan Party or such Subsidiary.
L/C Commitment : means, as to any Revolving Lender, the obligation of such Revolving Lender to issue Letters of Credit pursuant to Section 3 in an aggregate undrawn, unexpired face amount plus the aggregate unreimbursed drawn amount thereof at any time not to exceed the amount set forth under the heading L/C Commitment opposite such Revolving Lenders name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender becomes a party hereto, in each case, as the same may be changed from time to time pursuant to the terms hereof.
L/C Exposure : at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time (with respect to any Existing Letters of Credit in a Foreign Currency, based on the Dollar Equivalent thereof) plus (b) the aggregate amount of all payments, made by an Issuing Lender pursuant to a Letter of Credit, that have not yet been reimbursed by or on behalf of the applicable Borrower at such time (with respect to any Existing Letters of Credit in a Foreign Currency, based on the Dollar Equivalent thereof). The L/C Exposure of any Lender at any time shall be, with respect to such Lender, such Lenders applicable percentage of the total L/C Exposure at such time.
L/C Fee Payment Date : the second Business Day of each January, April, July or October and the last day of the Revolving Commitment Period.
L/C Obligations : at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit (with respect to any Existing Letters of Credit in a Foreign Currency, based on the Dollar Equivalent thereof) and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed
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pursuant to Section 3.5 (with respect to any Existing Letters of Credit in a Foreign Currency, based on the Dollar Equivalent thereof). For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, or a Letter of Credit subject to UCP600 allows extension of the expiration date of such Letter of Credit for reasons of Force Majeure stated in Article 36 of UCP600, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.
L/C Participants : with respect to any Letter of Credit issued by an Issuing Lender, the collective reference to all the Revolving Lenders other than the Issuing Lender with respect to such Letter of Credit.
Latest Maturity Date : mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan.
LCA Test Date : as defined in Section 2.27.
Lender Affiliate : (a) with respect to any Lender (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
Lenders : as defined in the preamble hereto.
Letters of Credit : as defined in Section 3.1(a).
LIBOR Swingline Commitment : the obligation of the LIBOR Swingline Lender to make LIBOR Swingline Loans pursuant to Section 2.8 in an aggregate principal amount at any one time outstanding not to exceed $75,000,000.
LIBOR Swingline Lender : Wells Fargo Bank, N.A., in its capacity as the lender of LIBOR Swingline Loans.
LIBOR Swingline Loans : as defined in Section 2.8.
Lien : any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).
Limited Condition Transaction : any acquisition, investment or certain repayments, repurchases and redemptions of indebtedness, and any related transactions and events, the consummation of which by the Company or any of its Subsidiaries is not expressly conditioned on the availability of, or on obtaining, third party financing.
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Loan : any loan made by any Lender pursuant to this Agreement.
Loan Documents : this Agreement, the Guarantee Agreement, the Security Documents and the Notes, as the same may be amended, modified or supplemented from time to time.
Loan Parties : each Borrower and each Subsidiary of the Company that is a party to a Loan Document.
Local Time : means (i) New York City time in the case of a Loan, Borrowing disbursement denominated in Dollars and (ii) London time in the case of a Loan, Borrowing disbursement denominated in a Foreign Currency (or any such other local time as otherwise notified to or communicated by the Administrative Agent).
Long-Term Indebtedness : any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.
Majority Facility Lenders : with respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) under the Revolving Facility, the aggregate unpaid principal amount of the Tranche A Term Loans or the aggregate unpaid principal amount of the Tranche B Term Loans, as the case may be, outstanding under such Facility or in the case of the Revolving Facility, prior to any termination of the Revolving Commitments, the holders (other than Defaulting Lenders) of more than 50% of the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders).
Material Acquisition : any acquisition, or a series of related acquisitions by the Company or any Subsidiary, of (a) Capital Stock in any Person if, after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided that the aggregate consideration therefor (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment, as estimated in good faith by the Company, but excluding earnout, contingent payment or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $100,000,000.
Material Adverse Effect : a material adverse effect on (a) the Transaction or (b) the business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole.
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Material Disposition : any Disposition, or a series of related Dispositions, of (a) all or substantially all the issued and outstanding Capital Stock in any Person that are owned by the Company or any Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) the Company or any Subsidiary; provided that the aggregate consideration therefor (including Indebtedness assumed by the transferee in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment, as estimated in good faith by the Company, but excluding earnout, contingent payment or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $100,000,000.
Materials of Environmental Concern : any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.
Maximum Rate : as defined in Section 10.19.
Membership Interest Purchase : as defined in the recitals hereto.
Merger : as defined in the recitals hereto.
Minimum Extension Condition : as defined in Section 2.26(b).
MIRE Event : if there are any Mortgaged Properties at such time, any increase, extension or renewal of any of the Commitments or Loans (including any Incremental Facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loan or (iii) the issuance, renewal or extension of Letters of Credit).
Moodys : as defined in the definition of Cash Equivalents.
Mortgaged Properties : the real properties subject to the Mortgages designated in part (a) of Schedule 1.1B and any other real properties required to be mortgaged pursuant to Section 6.9; provided that Mortgaged Properties shall not include any real property listed in part (b) of Schedule 1.1B to the extent (x) such real property is Disposed of as a result of the Spin-Off on or prior to the date that is 14 months after the Closing Date (or such later date as the Administrative Agent may agree in its discretion) and (y) such real property is not pledged or mortgaged to secure other Indebtedness prior to the Spin-Off; provided further that if (x) such real property is not Disposed of as a result of the Spin-Off on or prior to the date that is 14 months after the Closing Date (or such later date as the Administrative Agent may agree in its discretion), (y) the Company publicly announces its intent to abandon the Spin-Off or (z) such real property is pledged or mortgaged to secure other Indebtedness prior to the Spin-Off, then such real property shall be a Mortgaged Property on the earliest to occur of the circumstances described in the foregoing clauses (x), (y) and (z).
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Mortgages : each mortgage, deed of trust, deed to secure debt, trust deed or any other security document entered into by the owner of a Mortgaged Property in favor of the Collateral Trustee for the benefit of the Administrative Agent and the Lenders creating a lien on such Mortgaged Property in such form as reasonably agreed between the Borrower and the Administrative Agent, as the same may be amended, supplemented or otherwise modified from time to time.
Multiemployer Plan : a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
Net Cash Proceeds : (a) in connection with any Asset Sale, any Recovery Event or the Spin-Off, the proceeds thereof (or, with respect to the Spin-Off, in connection therewith) in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of attorneys fees, accountants fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness (for the avoidance of doubt, not including Indebtedness incurred pursuant to Section 7.2(gg)) secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or the Spin-Off, as applicable (other than any Lien pursuant to a Security Document) and other fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys fees, investment banking fees, accountants fees, underwriting discounts and commissions and other fees and expenses actually incurred in connection therewith.
Net Working Capital : at any date of determination, (a) the consolidated current assets of the Company and its consolidated Subsidiaries as of such date (excluding cash and Cash Equivalents) minus (b) the consolidated current liabilities of the Company and its consolidated Subsidiaries as of such date (excluding current liabilities in respect of Indebtedness). Net Working Capital at any date may be a positive or negative number. Net Working Capital increases when it becomes more positive or less negative and decreases when it becomes less positive or more negative.
New Indebtedness : as defined in the definition of Consolidated Leverage Ratio.
New York Process Agent : as defined in Section 10.12(b).
Non-Excluded Taxes : Taxes imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document, other than Taxes that are (i) taxes imposed on or measured by overall net income (however denominated), franchise taxes, and branch profits taxes (A) imposed as a result of the Administrative Agent or any Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (B) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof
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or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, this Agreement or any other Loan Document, or sold or assigned an interest in this Agreement or any Loan Document), (ii) attributable to a Lenders failure to comply with the requirements of paragraph (e) or (f) of Section 2.21, (iii) United States withholding taxes imposed on amounts payable to or for the account of a Lender at the time the Lender becomes a party to this Agreement or changes its lending office, except to the extent that such Lenders assignor (if any) was entitled, at the time of assignment, or such Lender before it changed its lending office was entitled to receive additional amounts from a Borrower pursuant to Section 2.21 or (iv) any withholding Taxes imposed pursuant to FATCA.
Non-Extension Notice Date : as defined in Section 3.1(a).
Non-PP&E Collateral Assets : as defined in Section 2.13(g).
Non-U.S. Lender : as defined in Section 2.21(e).
Notes : the collective reference to any promissory note evidencing Loans.
Notice of Designation : as defined in Section 2.29(a).
Notice Period : as defined in Section 2.30.
NYFRB : the Federal Reserve Bank of New York.
NYFRB Rate : for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term NYFRB Rate means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Objecting Lender : as defined in Section 2.29(b).
Obligations : the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrowers, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrowers to the Administrative Agent or to any Lender (or, in the case of Hedge Agreements or Cash Management Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document (including, for the avoidance of doubt, any guarantee of Cash Management Obligations and Lender Hedge Agreements (as defined in the Guarantee Agreement) in each case arising under the Guarantee
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Agreement), the Letters of Credit, Cash Management Obligations, any Hedge Agreement entered into with any Lender or any affiliate of any Lender or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) or otherwise.
Other Taxes : any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder (exclusive of any franchise tax or any tax assessment on the overall net income of a recipient) or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment request by the Borrower).
Overnight Bank Funding Rate : for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).
Overnight LIBOR Loans : Loans the rate of interest applicable to which is based upon the Overnight LIBOR Rate.
Overnight LIBOR Rate : the overnight rate for Dollars determined by the Administrative Agent from such service as the Administrative Agent may select (or, in the case of LIBOR Swingline Loans, the overnight rate for Dollars determined by the LIBOR Swingline Lender from such service as the LIBOR Swingline Lender may select); provided that if such overnight rate for Dollars shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Participant : as defined in Section 10.6(b).
Participant Register : as defined in Section 10.6(b).
Participating Member State : each state so described in any EMU legislation.
Patriot Act : the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 or any subsequent legislation that amends, supplements or supersedes such Act.
PBGC : the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).
Permitted Credit Agreement Refinancing Indebtedness : any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans (including any successive Permitted Credit Agreement Refinancing Indebtedness) ( Refinanced Term Debt ); provided that:
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(i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Debt except by an amount equal to unpaid accrued or capitalized interest thereon, any make-whole payments or premium (including tender premium) applicable thereto or paid in connection therewith, any swap breakage costs and other termination costs related to Hedge Agreements, plus upfront fees and original issue discount on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension,
(ii) such Indebtedness does not require any scheduled payment of principal (including pursuant to a sinking fund obligation) other than nominal amortization or mandatory redemption or redemption at the option of the holders thereof or similar prepayment (other than (w) upon the occurrence of an asset sale or other disposition or casualty event (subject to reinvestment rights that are in the aggregate no less favorable to the Borrowers than those under this Agreement and, in the case of Permitted Junior Secured Refinancing Debt and Permitted Unsecured Refinancing Debt, to rights in respect of the application of the Net Cash Proceeds thereof to the prior repayment of, or offer to repay, the Term Loans), (x) upon the occurrence of a change of control event, (y) customary acceleration rights following an event of default and (z) upon the incurrence of Indebtedness that is not permitted thereunder) prior to the date that is 180 days after the then Latest Maturity Date of, and the weighted average life to maturity of such Indebtedness is not less than 180 days longer than the weighted average life to maturity of, the Term Loans in the tranche being prepaid (or, if the Refinanced Term Debt is Permitted Credit Agreement Refinancing Indebtedness, the Term Loans in the tranche that was prepaid with such Refinanced Term Debt),
(iii) the terms and conditions of such Indebtedness (other than (w) as provided in the foregoing clause (ii), (x) interest rate, fees, funding discounts, rate floors), and other pricing terms, redemption, prepayment or other premiums, optional prepayment terms and redemption terms (subject to the foregoing clause (ii)) and subordination terms, (y) covenants or other provisions applicable only to periods after the then Latest Maturity Date at the time of incurrence of such Indebtedness and (z) any financial maintenance covenant to the extent that such financial maintenance covenant is also added to the Loan Documents for the benefit of the Lenders) and are substantially identical to, or, taken as a whole, no more favorable to the lenders or holders providing such Indebtedness, than those set forth in the Loan Documents are to the Lenders ( provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Company within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees); and provided further that the Borrowers and the Administrative Agent shall be permitted to amend the terms of this Agreement and the other Loan Documents to provide for such terms more favorable to the Lenders as may be necessary in order to satisfy the condition set forth in the immediately preceding proviso, without the requirement for the consent of any Lender or any other Person (a Permitted Credit Agreement Refinancing Indebtedness Amendment ),
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(iv) such Indebtedness is not guaranteed by any Persons other than the Guarantors and
(v) such Refinanced Term Debt shall be repaid (in the case of Refinanced Term Debt consisting of Term Loans), defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Permitted Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.
Permitted Credit Agreement Refinancing Indebtedness Amendment : as set forth in the definition of Permitted Credit Agreement Refinancing Indebtedness.
Permitted Junior Secured Refinancing Debt : any secured Indebtedness incurred by a Borrower in the form of one or more series of second-lien secured notes or second-lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second-priority basis to the Obligations and is not secured by any property or assets of any Borrowers or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents and (iv) such Indebtedness shall be subject to a junior lien intercreditor agreement between or among the Administrative Agent and the representative for the holders of such Permitted Junior Secured Refinancing Debt in form and substance reasonably satisfactory to the Administrative Agent. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Pari Passu Secured Refinancing Debt : any secured Indebtedness incurred by a Borrower in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of any Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness, (iii) the security agreements relating to such Indebtedness are substantially similar to or the same as the Security Documents, (iv) such Indebtedness shall be subject to an Applicable Intercreditor Agreement between or among the Administrative Agent and the representative for the holders of such Permitted Pari Passu Secured Refinancing Debt in form and substance reasonably satisfactory to the Administrative Agent and (v) the All-in Yield of Permitted Pari Passu Secured Refinancing Debt in the form of loans will not be more than 0.50% higher than the corresponding All-in Yield applicable to the Relevant Existing Facility unless the All-in Yield with respect to such Relevant Existing Facility is adjusted to be equal to the All-in Yield with respect to the relevant Permitted Pari Passu Secured Refinancing Debt minus 0.50%; provided , further , that in determining the applicable All-in Yield: (w) original issue discount or upfront fees paid by the relevant Borrower in connection with the Relevant Existing Facility (based on a four-year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Margin that became effective subsequent to the Closing Date but prior to the time of the addition of the relevant Permitted Pari
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Passu Secured Refinancing Debt shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to the relevant Permitted Pari Passu Secured Refinancing Debt shall be excluded to the extent such amounts are not shared generally with other lenders and (z) if the relevant Permitted Pari Passu Secured Refinancing Debt include any interest rate floor that is greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, the excess amount shall be equated to interest margin for determining the applicable All-in Yield. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Receivables Financing : (a) any sale by the Company or a Subsidiary of accounts receivable and related assets to a Finance Subsidiary intended to be (and which shall be treated for the purposes hereof as) a true sale transaction with customary limited recourse based upon the collectibility of the receivables sold and the corresponding sale or pledge of such accounts receivable and related assets (or an interest therein) by the Finance Subsidiary, in each case without any guarantee of the collectability of such accounts receivable by the Company or any other Subsidiary thereof (other than by such Finance Subsidiary) (any such financing, a Securitization Financing ); provided , however, that the terms, conditions and structure (including the legal and organizational structure of the Finance Subsidiary and the restrictions imposed on its activities) of and the documentation incident to any such Securitization Financings entered into after the date hereof must be reasonably acceptable to the Administrative Agent; provided that the terms, conditions and structure of and the amendment documentation incident to any Existing Receivables Financing that is a Securitization Financing and any further amendments, waivers, supplements, extensions, renewals or other modifications to the terms, conditions and structure of any such Securitization Financing, are and will be deemed to be acceptable to the Administrative Agent, so long as such modifications do not expand the scope of the assets transferred to the Finance Subsidiary included in such Securitization Financing or change the legal or organizational structure of the Finance Subsidiary, including the special purpose nature of its activities, except as may be permitted in the underlying documentation for such Securitization Financing as in effect as of the date hereof and (b) (i) any sale by the Company or a Domestic Subsidiary of accounts receivable and related assets under a factoring agreement that is intended to be (and which shall be treated for the purposes hereof as) a true sale transaction with customary limited recourse based upon collectibility of the receivables sold, without any guarantee by the Company and any other Subsidiary thereof of the collectability of such accounts receivable and (ii) any sale or financing by any Foreign Subsidiary to or with local buyers or lenders of accounts receivable and related assets in the ordinary course of business, in each case without any guarantee by the Company or any Domestic Subsidiary. The aggregate principal amount of the proceeds received from parties outside of the Companys consolidated group and which remains outstanding in all transactions described in the preceding clauses (a) and (b) will not exceed (I) at any time prior to the consummation of the Spin-Off, the greater of (x) $1,500,000,000 and (y) 10% of the consolidated revenues of the Company and its Subsidiaries for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 and (II) at any time from and after the consummation of the Spin-Off, 10% of the consolidated revenues of the Company and its Subsidiaries for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section
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6.1. In addition to accounts receivables and their proceeds, the related assets transferred in a Permitted Receivables Financing may include (A) any collateral for transferred receivables (other than any interest in goods the sale of which gave rise to such receivables) and any agreements supporting or securing payment of transferred receivables, (B) any service contracts or other agreements associated with such receivables and records relating to such receivables, (C) any bank account or lock box maintained primarily for the purpose of receiving collections of transferred receivables and (D) proceeds of all of the foregoing.
Permitted Refinancing Indebtedness : with respect to any Indebtedness (the Original Indebtedness ) of the Company, Indebtedness ( Refinancing Indebtedness ) of the Company which satisfies the following conditions: (i) if the Original Indebtedness is subordinated in right of payment to the Obligations, the Refinancing Indebtedness (including permitted guarantees thereof described in clause (v) below) is at least as subordinated in right of payment and otherwise to the Obligations as is the Original Indebtedness, (ii) if the Original Indebtedness is secured, the Refinancing Indebtedness is unsecured or, if the Refinancing Indebtedness is secured, the intercreditor arrangements with respect to such Refinancing Indebtedness (including subordination of liens) are at least as favorable to the holders of the Obligations as are those applicable to the Original Indebtedness, (iii) the principal amount of the Refinancing Indebtedness is no greater than the sum of the principal amount of the Original Indebtedness being refinanced plus any fees and premiums arising in connection with such refinancing, (iv) the Refinancing Indebtedness has no required (scheduled and mandatory) principal payments prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control and asset sale covenants substantially similar to those in the Original Indebtedness or that, in the reasonable judgment of the Company, are at least as favorable to the Company and its Subsidiaries as are the corresponding terms of similar Indebtedness issued by similarly-situated issuers after taking into account the then-prevailing market conditions) and (v) if required to be guaranteed, the Refinancing Indebtedness is guaranteed only by Subsidiaries which have guaranteed payment of the Obligations pursuant to subordination (if applicable) and guarantee provisions at least as favorable to the holders of the Obligations as are those in the Original Indebtedness.
Permitted Sale/Leasebacks : as defined in Section 7.11.
Permitted Term Loan Refinancing Indebtedness : (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt and (c) Permitted Unsecured Refinancing Debt and, in each case, any Permitted Refinancing Indebtedness in respect thereof.
Permitted Unsecured Refinancing Debt : any unsecured Indebtedness incurred by a Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness is not secured by any property or assets of any Borrower or any Subsidiary and (ii) such Indebtedness constitutes Permitted Credit Agreement Refinancing Indebtedness. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.
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Person : an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
Plan : at a particular time, any employee benefit plan (as defined by Section 3(3) of ERISA) that is subject to Title IV of ERISA and in respect of which the Company or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA.
Plan Asset Regulations : 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA, as amended from time to time.
Post-Spin EBITDA Percentage : a percentage equal to (a) the amount of Consolidated EBITDA attributable to the portion of the business of the Company and its Subsidiaries remaining after the Spin-Off immediately after giving Pro Forma Effect to the Spin-Off over (b) total Consolidated EBITDA of the Company and its Subsidiaries for the last four fiscal quarter period ended prior to the Spin-Off for which financial statements are available.
Pounds Sterling : the lawful currency of the United Kingdom of Great Britain and Northern Ireland.
Pricing Grid : the pricing grid attached hereto as Annex A.
Prime Rate : the rate of interest last quoted by The Wall Street Journal as the Prime Rate in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the bank prime loan rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
Pro Forma Adjustment : for any Test Period, any adjustment to Consolidated EBITDA made in accordance with clause (j) of the definition of that term.
Pro Forma Basis , Pro Forma Compliance and Pro Forma Effect : with respect to compliance with any test or covenant hereunder required by the terms of this Agreement to be made on a Pro Forma Basis, that (a) to the extent applicable, the Pro Forma Adjustment shall have been made (subject, for the avoidance of doubt, to the limitations set forth in the definition of Consolidated EBITDA) and (b) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of (or commencing with) the first day of the applicable period of measurement in such test or covenant: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction (A) in the case of a Material Disposition of all or substantially all Capital Stock in any Subsidiary or the Company or any division, product line, or facility used for operations of the Company or any of the Subsidiaries or the designation of a Subsidiary as an Unrestricted Subsidiary, shall be excluded, and (B) in the case of an acquisition permitted hereunder or Investment described in the definition of Specified Transaction or designation of an Unrestricted
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Subsidiary as a Subsidiary, shall be included, (ii) any prepayment, repayment, retirement, redemption, satisfaction discharge or defeasance of Indebtedness, (iii) any Indebtedness incurred or assumed by the Company or any of the Subsidiaries in connection therewith and (iv) if any such Indebtedness has a floating or formula rate, such Indebtedness shall be deemed to have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination (taking into account any hedging obligations applicable to such Indebtedness if such hedging obligation has a remaining term in excess of 12 months); provided that, without limiting the application of the Pro Forma Adjustment pursuant to clause (a) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with (and subject to applicable limitations included in) the definition of Consolidated EBITDA and give effect to operating expense reductions that are reasonably and factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.
Properties : as defined in Section 4.17(a).
Proposed Foreign Subsidiary Borrower : as defined in Section 2.29(b).
PTE : a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Purchase Agreement : as defined in the recitals hereto.
Qualified Capital Stock : Capital Stock of the Company in respect of which no scheduled, mandatory or required payments are due (other than payments in kind) prior to the date which is 91 days after the Latest Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility).
Ratio Based Incremental Amount : as defined in Section 2.27.
Recovery Event : any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Company or any of its Subsidiaries.
Refinanced Facility : as defined in Section 10.1(b)(ii).
Refunded Swingline Loans : as defined in Section 2.9.
Register : as defined in Section 10.6(d).
Registered Equivalent Notes : with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.
Regulation U : Regulation U of the Board as in effect from time to time.
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Reimbursement Obligation : the obligation of the applicable Borrower to reimburse an Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.
Reinvestment Deferred Amount : with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Company or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans pursuant to Section 2.13(b) as a result of the delivery of a Reinvestment Notice.
Reinvestment Event : any Asset Sale or Recovery Event resulting in the receipt of Net Cash Proceeds by the Company or a Subsidiary in respect of which the Company has delivered a Reinvestment Notice.
Reinvestment Notice : a written notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Company (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its business. The Company may deliver a Reinvestment Notice quarterly after the end of each applicable fiscal quarter with the Compliance Certificate delivered pursuant to Section 6.2(b) rather than at the time of receipt of the related Net Cash Proceeds.
Reinvestment Prepayment Amount : with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Companys business.
Reinvestment Prepayment Date : with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months (or 18 months, in the event that the Company or any of its Subsidiaries shall have entered into a binding commitment to reinvest such Reinvested Deferred Amount in fixed assets useful in the business of the Company or any of its Subsidiaries within 12 months after such Reinvestment Event) after such Reinvestment Event and (b) the date on which the Company shall have determined not to acquire assets useful in the Companys business with all or any portion of the relevant Reinvestment Deferred Amount.
Relevant Existing Facility : (a) with respect to any Replacement Term Loans or Permitted Pari Passu Secured Refinancing Debt in the form of a tranche A term facility (i.e., a term loan facility having amortization, tenor and other terms customary for the term loan A market, as reasonably determined by the Administrative Agent and the Company), the Tranche A Term Facility and (b) with respect to any Replacement Term Loans or Permitted Pari Passu Secured Refinancing Debt in the form of a tranche B term facility (i.e., a term loan facility with a tenor of six years or longer which has nominal amortization of 1% per annum prior to final maturity), the Tranche B Term Facility.
Remainco : the Company and its Subsidiaries that remain Subsidiaries of the Company after giving effect to the Spin-Off.
Remainco Business : the assets and liabilities of the Company and its Subsidiaries other than the Spinco Business.
Replacement Facility : as defined in Section 2.31(a).
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Replacement Facility Amendment : as defined in Section 2.31(c).
Replacement Facility Closing Date : as defined in Section 2.31(c).
Replacement Revolving Facility : as defined in Section 2.31(a).
Replacement Term Loan : as defined in Section 10.1(b)(ii).
Reportable Event : any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.
Repricing Event : (i) any prepayment, repayment or replacement of the Tranche B Term Loans, in whole or in part, with the proceeds of any new or replacement tranche of term loans (or commitments in respect of any new or replacement tranche of term loans) with an All-in Yield less than the All-in Yield applicable to such portion of the Tranche B Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (ii) any amendment to the Loan Documents which reduces the All-in Yield applicable to the Tranche B Term Loans, but in each case excluding any prepayment, repayment, replacement or amendment occurring in connection with a Change of Control, the Spin-Off or a Transformative Acquisition.
Requested Amendment : as defined in Section 10.1(c).
Required Lenders : at any time, the holders (other than Defaulting Lenders) of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans (excluding Term Loans held by Defaulting Lenders) then outstanding and (ii) the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders) then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) then outstanding.
Required Pro Rata Lenders : at any time, the holders (other than Defaulting Lenders) of more than 50% of the sum of (i) the aggregate unpaid principal amount of the Tranche A Term Loans (excluding Tranche A Term Loans held by Defaulting Lenders) then outstanding and (ii) the Total Revolving Commitments (excluding Revolving Commitments of Defaulting Lenders) then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit (excluding Revolving Extensions of Credit held by Defaulting Lenders) then outstanding.
Requirement of Law : as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
Reset Date : as defined in Section 2.25(a).
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Responsible Officer : the chief executive officer, president or chief financial officer of the Company or any other applicable Loan Party, but in any event, with respect to financial matters, the chief financial officer, Treasurer and Controller of the Company or such Loan Party, as the case may be.
Restricted Payments : as defined in Section 7.6.
Revolving Commitment : as to any Revolving Lender, the obligation of such Revolving Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) not to exceed the amount set forth under the heading Revolving Commitment opposite such Lenders name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The initial amount of the Total Revolving Commitments is $1,500,000,000.
Revolving Commitment Period : the period from and including the Closing Date to the Revolving Termination Date.
Revolving Extensions of Credit : as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) of all Revolving Loans held by such Lender then outstanding, (b) such Lenders L/C Exposure and (c) such Lenders Swingline Exposure.
Revolving Facility : the Revolving Commitments and the extensions of credit made thereunder.
Revolving Lender : each Lender that has a Revolving Commitment or that holds Revolving Loans, including each Lender that became a party hereto as of the Closing Date.
Revolving Loans : as defined in Section 2.6(a).
Revolving Percentage : as to any Revolving Lender at any time, the percentage which such Lenders Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lenders Revolving Extensions of Credit then outstanding constitutes of the aggregate principal amount of the Revolving Extensions of Credit then outstanding).
Revolving Termination Date : the date which is the earlier to occur of (a) the fifth anniversary of the Closing Date and (b) the date on which the Revolving Commitments are terminated.
RMB Lenders : as defined in Section 10.1(f).
RMB Tranche : as defined in Section 10.1(f).
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Sanctioned Country : at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria and Crimea).
Sanctioned Person : at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by the United National Security Council, the European Union, any European Union member state, Her Majestys Treasury of the United Kingdom, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).
Sanctions : economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state, Her Majestys Treasury of the United Kingdom, or other relevant sanctions authority.
S&P : as defined in the definition of Cash Equivalents.
SEC : the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.
Security Documents : the collective reference to the Collateral Agreement, the Intercreditor Agreement, any other Applicable Intercreditor Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.
Seller : as defined in the recitals hereto.
Senior Secured Leverage Ratio : as of the last day of any period, the ratio of (x) the sum of all outstanding Indebtedness under this Agreement, any other secured Indebtedness of the Company and its Subsidiaries, and Capital Lease Obligations plus the Domestic Receivables Program Amount (excluding any portion of the Domestic Receivables Program Amount that constitutes an off-balance sheet true sale transaction with customary limited recourse based upon the collectability of the receivables sold and without any guarantee by the Company or any of its Subsidiaries) as of such day, less the aggregate amount of unrestricted cash and cash equivalents of the Company and its Subsidiaries (such amount of unrestricted cash and cash equivalents not to exceed (I) prior to consummation of the Spin-Off, $500,000,000 and (II) from and after the consummation of the Spin-Off, an amount equal to 30% of the Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1) to (y) Consolidated EBITDA for such period. Notwithstanding the foregoing, in the event that the Company or a Subsidiary has entered into an operating lease in connection with a Permitted Sale/Leaseback then for purposes of calculating the Senior Secured Leverage Ratio on any day, the amount described in clause (x) shall be deemed to be increased by
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the remaining unamortized principal component of such operating lease (as determined based on the applicable schedule setting forth the components of lease payments delivered pursuant to Section 7.11). For purposes of calculating the Senior Secured Leverage Ratio, any New Indebtedness incurred to refinance Existing Indebtedness shall be excluded, as long as and to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Senior Secured Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within 60 days after the incurrence thereof.
Single Employer Plan : any Plan that is not a Multiemployer Plan.
Solvent : when used with respect to any Person, means that, as of any date of determination, (a) the amount of the present fair saleable value of the assets of such Person will, as of such date, exceed the amount of all liabilities of such Person, contingent or otherwise, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature in the ordinary course of business. For purposes of this definition, (i) debt means liability on a claim, and (ii) claim means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
Special Purpose Finance Subsidiary : a special purpose entity organized under the laws of any state of the United States of America that is formed by the Company or any of its Subsidiaries for the purpose of incurring Indebtedness the proceeds of which will be placed in escrow, pending the use of such proceeds, to effect transactions that at the time such proceeds are released from escrow are permitted hereunder.
Specified Change of Control : a Change of Control (however denominated) as defined in any Unsecured Note Agreement or in any other instrument or agreement evidencing or creating Indebtedness with an aggregate principal amount of $100,000,000 or more.
Specified Purchase Agreement Representations : such of the representations made by or with respect to the Target and its Subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the making of any such representation is a condition to the Companys obligations to close under the Purchase Agreement or the Company has the right to terminate its obligations under the Purchase Agreement or to decline to consummate the Membership Interest Purchase as a result of a breach of such representations in the Purchase Agreement.
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Specified Representations : those representations and warranties made by the Loan Parties in Sections 4.3(a) and (b), 4.4, 4.5(a), 4.11, 4.14, 4.19, 4.20 and 4.21 (with respect to Section 4.21, limited to the last sentence thereof).
Specified Transaction : with respect to any period, any Investment, Disposition, incurrence, assumption or repayment of Indebtedness (including the incurrence of Incremental Facilities), Restricted Payment, designation of a Subsidiary as an Unrestricted Subsidiary or of an Unrestricted Subsidiary as a Subsidiary or other event that by the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.
Spin-Off : the Disposition of Spinco in whole or in part in one or more transactions.
Spinco : one or more Subsidiaries of the Company whose assets (and the assets of any of its or their Subsidiaries) consist substantially entirely of the Spinco Business.
Spinco Business : a material portion of the assets and liabilities of the Ride Performance segment and its Aftermarket segment, including any Clean Air portion of the after-market business, substantially consistent with the presentation of such segments contained in the Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2018, together with the Motorparts segment of Federal-Mogul LLC substantially consistent with the presentation of such segment contained in the Consolidated Financial Statements of Federal-Mogul LLC included as Exhibit 99.1 to the Companys Current Report on Form 8-K on May 9, 2018.
Stub Debt : debentures of the Company and its Subsidiaries issued and outstanding on the date hereof and described in the financial statements of the Company referred to in Section 4.1.
Subordinated Indebtedness : of any Person, any Indebtedness of such Person that is contractually subordinated in right of payment to any other Indebtedness of such Person.
Subsidiary : as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified (i) all references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company, (ii) each Finance Subsidiary shall be deemed not to be a Subsidiary of the Company for purposes of Sections 7.2, 7.3, 7.4, 7.5, 7.10 and 7.13 or the definition of Immaterial Subsidiaries and (iii) Unrestricted Subsidiaries shall be deemed not to be Subsidiaries of the Company for any and all purposes of this Agreement and the other Loan Documents. The term Subsidiary shall not include any Special Purpose Finance Subsidiary for purposes of Section 7.1 only for so long as the proceeds of the Indebtedness incurred by such Special Purpose Finance Subsidiary are held in escrow.
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Subsidiary Borrower : (i) TAOC and (ii) any Subsidiary of the Company that becomes a party hereto pursuant to Section 2.29 until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 2.29.
Subsidiary Designation : as defined in Section 6.10.
Subsidiary Guarantor : each Subsidiary of the Company other than any Excluded Subsidiary.
Subsidiary Holding Company : as defined in Section 7.4(b).
Supplemental Cash Management Obligations : obligations of the Company and its Subsidiaries in respect of working capital and long term credit agreements, bank issued guarantees, credit facilities supporting letters of credit and/or bank issued guarantees, any arrangements relating to bilateral letters of credit (including standby and documentary letters of credit) and bank guarantees, demand deposit and trust or operating account relationships, in each case provided by any Lender (or any Affiliate of a Lender) in an aggregate amount of up to $450,000,000 at any time. Notwithstanding the foregoing (i) an obligation shall constitute a Supplemental Cash Management Obligation only if the Company has designated such obligation as a Supplemental Cash Management Obligation in writing to the Administrative Agent (a copy of which the Administrative Agent shall promptly provide to the Lenders), (ii) no obligation shall constitute a Supplemental Cash Management Obligation if its treatment as such would violate any material Contractual Obligation of the Company and its Subsidiaries and (iii) no more than $450,000,000 of obligations shall constitute Supplemental Cash Management Obligations at any time (subject to the operation of Section 1.2(g) and clause (B) of the definition of Cash Management Obligations).
Suspension Period : the period commencing with the occurrence of a Suspension Period Event and ending on the first date on which the requirements of a Suspension Period Event are no longer satisfied.
Suspension Period Event : collectively, (a) the Tranche B Term Facility is no longer outstanding and the Company and its subsidiaries have no other secured Indebtedness outstanding (other than (x) Capital Lease Obligations, (y) purchase money debt and (z) other secured Indebtedness permitted to be incurred pursuant to Section 7.2(b), (d), (g), (i), (m), (n) (solely to the extent the Liens securing such Indebtedness are limited to the assets of the applicable Foreign Subsidiary), (p) (solely to the extent the Liens securing such Indebtedness are permitted pursuant to Section 7.3(r)), (q), (r), (s) (solely to the extent the Liens securing such Indebtedness are limited to the proceeds of the applicable Indebtedness incurred by the Special Purpose Finance Subsidiary and are applicable only while such proceeds are placed in escrow), (x), (y), (z) (solely to the extent the Liens are limited to cash and Cash Equivalents securing the letter of credit supporting such Indebtedness and the amount of the cash and Cash Equivalents subject to such Lien is not materially greater than the stated amount of such letter of credit), (cc) (solely to the extent the Liens securing such Indebtedness are limited to the shares or assets of the applicable Turkish Joint Venture) and (dd)) and (b) two or more of the corporate credit and/or corporate family ratings of the Company are higher than or equal to BBB- from S&P, BBB- from Fitch and/or Baa3 from Moodys (in each case, with a stable or positive outlook).
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Swap : any agreement, contract, or transaction that constitutes a swap within the meaning of section 1a(47) of the Commodity Exchange Act.
Swap Agreement : any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any of its Subsidiaries shall be a Swap Agreement.
Swap Obligation : with respect to any person, any obligation to pay or perform under any Swap.
Swingline Exposure : means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) such Lenders applicable percentage of the total Swingline Exposure at such time related to Swingline Loans other than any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) if such Lender shall be a Swingline Lender, the principal amount of all Swingline Loans made by such Lender outstanding at such time (to the extent that the other Lenders shall not have funded their participations in such Swingline Loans).
Swingline Lenders : each ABR Swingline Lender and each LIBOR Swingline Lender.
Swingline Loans : each ABR Swingline Loan and each LIBOR Swingline Loan.
Swingline Participation Amount : as defined in Section 2.9.
2024 Notes : as defined in Section 7.2(f).
2026 Notes : as defined in Section 7.2(f).
TAOC : as defined in the preamble hereto.
Target : as defined in the recitals hereto.
Target Indentures : the Target March 2017 Indenture and/or the Target June 2017 Indenture, as the context may require.
Target June 2017 Indenture : the Indenture, dated as of June 29, 2017 (as amended, restated, supplemented or otherwise modified), among Target, Federal-Mogul Financing Corporation, the guarantors named therein, The Bank of New York Mellon, London Branch, and The Bank of New York Mellon SA/NV, Luxembourg Branch.
Target March 2017 Indenture : the Indenture, dated as of March 30, 2017 (as amended, restated, supplemented or otherwise modified), among Target, Federal-Mogul Financing Corporation, the guarantors named therein, Wilmington Trust, National Association, The Bank of New York Mellon, London Branch, and The Bank of New York Mellon (Luxembourg) S.A.
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Target Notes : the 4.875% Senior Secured Notes due 2022, 5.000% Senior Secured Notes due 2024 and Floating Rate Senior Secured Notes due 2024, in each case, of the Target existing on the Closing Date.
Taxes : all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Lenders : the Tranche A Term Lenders, the Tranche B Term Lenders and any other Lender which holds a Term Loan.
Term Loans : the Tranche A Term Loans, Tranche B Term Loans and any term loans made under an Incremental Facility.
Test Date Financial Statements : as defined in Section 2.27(d).
Test Period : each period of four consecutive fiscal quarters of the Company.
Title Company : as defined in Section 6.11(b).
Title Policy : as defined in Section 6.11(b).
Total Revolving Commitments : at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments may be increased or reduced from time to time pursuant to Sections 2.27 and 2.11, respectively.
Total Revolving Extensions of Credit : at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.
Tranche A Final Maturity Date : the date which is the fifth anniversary of the Closing Date; provided , however , if such date is not a Business Day, the Tranche A Final Maturity Date shall be the next preceding Business Day.
Tranche A Term Commitment : as to any Tranche A Term Lender, the obligation of such Tranche A Term Lender to make a Tranche A Term Loan to the Borrower pursuant to Section 2.3.
Tranche A Term Lender : each Lender that holds a Tranche A Term Loan or a Tranche A Term Commitment.
Tranche A Term Loan : as defined in Section 2.3. The initial aggregate amount of the Tranche A Term Loans is $1,700,000,000, and on the Closing Date, each Tranche A Term Lender will hold a Tranche A Term Loan in an amount equal to the amount set forth opposite its name on Schedule 1.1A, or as may subsequently be set forth in the Register from time to time, as the same may be adjusted from time to time pursuant to this Agreement.
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Tranche A Term Percentage : as to any Tranche A Term Lender at any time, the percentage which the aggregate principal amount of such Lenders Tranche A Term Loan then outstanding constitutes of the aggregate principal amount of all of the Tranche A Term Loans then outstanding.
Tranche B Final Maturity Date : the date which is the seventh anniversary of the Closing Date; provided , however , if such date is not a Business Day, the Tranche B Final Maturity Date shall be the next preceding Business Day.
Tranche B Term Commitment : as to any Tranche B Term Lender, the obligation of such Tranche B Term Lender to make a Tranche B Term Loan to the Borrower pursuant to Section 2.1.
Tranche B Term Lender : each Lender that holds a Tranche B Term Loan or a Tranche B Term Commitment.
Tranche B Term Loan : as defined in Section 2.1. The initial aggregate amount of the Tranche B Term Loans is $1,700,000,000, and on the Closing Date, each Tranche B Term Lender will hold a Tranche B Term Loan in an amount equal to the amount set forth opposite its name on Schedule 1.1A, or as may subsequently be set forth in the Register from time to time, as the same may be adjusted from time to time pursuant to this Agreement.
Tranche B Term Percentage : as to any Tranche B Term Lender at any time, the percentage which the aggregate principal amount of such Lenders Tranche B Term Loan then outstanding constitutes of the aggregate principal amount of all of the Tranche B Term Loans then outstanding.
Transactions : collectively, (i) the Acquisition, (ii) the entering into, and creating security interests in Collateral under, the Loan Documents and the use of the proceeds of the Loans pursuant thereto, (iii) the Closing Date Refinancing and (iv) the payment of fees and expenses incurred in connection with the foregoing clauses (i) through (iii).
Transferee : any Assignee or Participant.
Transformative Acquisition : any material acquisition or investment by the Company or any of its Subsidiaries in or with a third party that is either (a) not permitted by the terms of the Loan Documents immediately prior to the signing or consummation of such acquisition or investment or (b) if permitted by the terms of the Loan Documents immediately prior to the signing or consummation of such acquisition or investment, would not provide the Company and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation.
Treaty : the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957 as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed on February 7, 1992 and came into force on November 1, 1993) and as may from time to time be further amended, supplemented or otherwise modified.
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Turkish Joint Ventures : Federal Mogul Powertrain Otomotiv A.S. and/or Federal-Mogul Investment Ltd., as the context may require.
Type : as to any Loan, its nature as an ABR Loan, a Eurodollar Loan or an Overnight LIBOR Loan.
UCP : with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
U.K. Swingline Loan : as defined in Section 2.8.
United States and U.S. : the United States of America.
Unrestricted Subsidiary : (a) any Subsidiary of the Company that is designated as an Unrestricted Subsidiary by the Company pursuant to Section 6.10 subsequent to the Closing Date and (b) any subsidiary of an Unrestricted Subsidiary.
Unsecured Note Agreement : any indenture, credit agreement or similar document governing any Unsecured Notes, and all material related agreements.
Unsecured Notes : unsecured Indebtedness of the Company permitted by Section 7.2(f) or (l).
U.S. Swingline Loan : as defined in Section 2.8.
Wholly Owned Subsidiary : as to any Person, any other Person all of the Capital Stock of which (other than directors qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.
Wholly Owned Subsidiary Guarantor : any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Company.
Write-Down and Conversion Powers : with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
1.2 Other Definitional Provisions .
(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.
(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Company and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under
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GAAP, (ii) the words include, includes and including shall be deemed to be followed by the phrase without limitation, (iii) the word incur shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words incurred and incurrence shall have correlative meanings), and (iv) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.
(c) The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(e) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at fair value, as defined therein.
(f) Pro forma calculations required to be made pursuant to this Agreement shall be made in accordance with the assumptions believed by the Company to be reasonable and factually supportable and to give effect to actions and results that are expected to occur within a reasonable period of time after the occurrence of the event requiring such pro forma calculations. The Company will provide to the Administrative Agent a reasonably detailed description of such pro forma calculations (including the assumptions therefor).
(g) Notwithstanding anything to the contrary herein, no Default shall arise as a result of any limitation set forth in Dollars in Section 7 (or in any defined term used therein) being exceeded solely as a result of changes in currency exchange rates from the currency exchange rates applicable at the time or times the related transaction was entered into or designated as a Cash Management Obligation or Supplemental Cash Management Obligation, as applicable; provided that, for purposes of determining whether a new transaction or designation complies with any such limitation set forth in Dollars in Section 7 (or in any defined term used therein), the then current currency exchange rates shall be applied to all previous transactions or designations made in reliance on such limitation.
(h) The headings, subheadings and table of contents used herein or in any other Loan Document are solely for convenience of reference and shall not constitute a part of any such document or affect the meaning, construction or effect of any provision thereof.
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1.3 Currency Conversion.
(a) If more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then (i) any reference in the Loan Documents to, and any obligations arising under the Loan Documents in, the currency of that country shall be translated into or paid in the currency or currency unit of that country designated by the Administrative Agent and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for conversion of that currency or currency unit into the other, rounded up or down by the Administrative Agent as it deems appropriate in its reasonable discretion.
(b) If a change in any currency of a country occurs, this Agreement shall be amended (and each party hereto agrees to enter into any supplemental agreement necessary to effect any such amendment) to the extent that the Administrative Agent determines such amendment to be necessary to reflect the change in currency and to put the Lenders and the Loan Parties in the same position, so far as possible, that they would have been in if no change in currency had occurred.
1.4 Pro Forma Calculations . For purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, Consolidated EBITDA, the Consolidated Interest Coverage Ratio, the Consolidated Leverage Ratio, the Consolidated Net Leverage Ratio and the Senior Secured Leverage Ratio shall be calculated with respect to such period on a Pro Forma Basis, giving effect to such Specified Transaction.
SECTION 2. AMOUNT AND TERMS OF LOANS AND COMMITMENTS
2.1 Tranche B Term Commitments . Subject to the terms and conditions hereof, each Tranche B Term Lender severally agrees to make a term loan denominated in Dollars (a Tranche B Term Loan ) to the Borrower on the Closing Date in the amount set forth under the heading Tranche B Term Loan opposite such Tranche B Term Lenders name on Schedule 1.1A. The Tranche B Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.14.
2.2 Procedure for Tranche B Term Loan Borrowing . The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date in the case of ABR Loans or three Business Days prior to the anticipated Closing Date in the case of Eurodollar Loans) requesting that the Tranche B Term Lenders make the Tranche B Term Loans on the Closing Date and specifying (i) the amount and the Type of Loans to be borrowed, (ii) the anticipated Closing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of such notice of borrowing the Administrative Agent shall promptly notify each Tranche B Term Lender thereof. Each Tranche B Term Lender will make the amount of its Tranche B Term Loan available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Closing Date. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Lenders and in like funds as received by the Administrative Agent.
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2.3 Tranche A Term Commitments . Subject to the terms and conditions hereof, each Tranche A Term Lender severally agrees to make a term loan denominated in Dollars (a Tranche A Term Loan ) to the Borrower on the Closing Date in the amount set forth under the heading Tranche A Term Loan opposite such Tranche A Term Lenders name on Schedule 1.1A. The Tranche A Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.4 and 2.14.
2.4 Procedure for Tranche A Term Loan Borrowing . The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, one Business Day prior to the anticipated Closing Date in the case of ABR Loans or three Business Days prior to the anticipated Closing Date in the case of Eurodollar Loans) requesting that the Tranche A Term Lenders make the Tranche A Term Loans on the Closing Date and specifying (i) the amount and the Type of Loans to be borrowed, (ii) the anticipated Closing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt of such notice of borrowing the Administrative Agent shall promptly notify each Tranche A Term Lender thereof. Each Tranche A Term Lender will make the amount of its Tranche A Term Loan available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 p.m., New York City time, on the Closing Date. Such borrowing will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders and in like funds as received by the Administrative Agent.
2.5 Repayment of Term Loans .
(a) The Tranche A Term Loan of each Tranche A Term Lender shall be repaid (i) in 19 consecutive quarterly installments, commencing March 31, 2019, each of which shall be in an amount equal to such Lenders Tranche A Term Percentage multiplied by the amount set forth below opposite each installment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.12 or 2.13 or increased as a result of any increase in the amount of such Tranche A Term Loans pursuant to Section 2.27) and (ii) on the Tranche A Final Maturity Date, the remainder of the principal amount of the Tranche A Term Loans outstanding on such date, together in each case with accrued but unpaid interest on the principal amount to be paid to but excluding the date of such payment:
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Installment |
Amount | |||
March 31, 2019 |
$ | 21,250,000 | ||
June 30, 2019 |
$ | 21,250,000 | ||
September 30, 2019 |
$ | 21,250,000 | ||
December 31, 2019 |
$ | 21,250,000 | ||
March 31, 2020 |
$ | 21,250,000 | ||
June 30, 2020 |
$ | 21,250,000 | ||
September 30, 2020 |
$ | 21,250,000 | ||
December 31, 2020 |
$ | 21,250,000 | ||
March 31, 2021 |
$ | 31,875,000 | ||
June 30, 2021 |
$ | 31,875,000 | ||
September 30, 2021 |
$ | 31,875,000 | ||
December 31, 2021 |
$ | 31,875,000 | ||
March 31, 2022 |
$ | 42,500,000 | ||
June 30, 2022 |
$ | 42,500,000 | ||
September 30, 2022 |
$ | 42,500,000 | ||
December 31, 2022 |
$ | 42,500,000 | ||
March 31, 2023 |
$ | 42,500,000 | ||
June 30, 2023 |
$ | 42,500,000 | ||
September 30, 2023 |
$ | 42,500,000 |
(b) The principal amount of the Tranche B Term Loan of each Tranche B Term Lender shall be repaid (i) on the last Business Day of each March, June, September and December prior to the Tranche B Final Maturity Date, commencing March 31, 2019, in each case, in an amount equal to 0.25% of the original principal amount of the Tranche B Term Loans (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.12 or 2.13 or increased as a result of any increase in the amount of such Tranche B Term Loans pursuant to Section 2.27) and (ii) on the Tranche B Final Maturity Date, the remainder of the principal amount of the Tranche B Term Loans outstanding on such date, together in each case with accrued but unpaid interest on the principal amount to be paid to but excluding the date of such payment.
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2.6 Revolving Commitments .
(a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees (i) to make revolving credit loans denominated in Dollars ( Dollar Revolving Loans ) to the Borrowers and (ii) to make revolving credit loans denominated in one or more Foreign Currencies ( Foreign Currency Revolving Loans ; together with the Dollar Revolving Loans, the Revolving Loans ) to the Borrowers, in each case from time to time at such Borrowers request during the Revolving Commitment Period in an aggregate principal amount (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) at any one time outstanding which, when added to such Lenders Revolving Percentage of the sum of (i) the L/C Obligations with respect to Letters of Credit then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding does not exceed the amount of such Lenders Revolving Commitment. During the Revolving Commitment Period each Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Dollar Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the applicable Borrower and notified to the Administrative Agent in accordance with Sections 2.7 and/or 2.14. The Foreign Currency Revolving Loans shall be Eurodollar Loans.
(b) Each Borrower shall repay all outstanding Revolving Loans made to such Borrower on the Revolving Termination Date; provided , for the avoidance of doubt, that nothing in this Section 2.6(b) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.
2.7 Procedure for Revolving Loan Borrowing .
(a) Each Borrower may borrow Dollar Revolving Loans under the Revolving Commitments during the Revolving Commitment Period on any Business Day prior to the Revolving Termination Date; provided that such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (a) prior to 12:00 Noon, New York City time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) prior to 12:00 Noon, New York City time, on the requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and the Type of Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of such Type of Loan and the respective lengths of the initial Interest Period therefor. Each such borrowing of Dollar Revolving Loans shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided , that the Swingline Lenders and the Issuing Lenders may request, on behalf of the applicable Borrower, borrowings of Dollar Revolving Loans under the Revolving Commitments that are ABR Loans (or, in the case of LIBOR Swingline Loans, Eurodollar Loans) in other amounts pursuant to Section 2.9(c) and the proviso of Section 3.5, respectively. Upon receipt of any such notice of borrowing under the Revolving Facility from a Borrower, the Administrative Agent shall promptly notify each Lender under the Revolving Facility thereof. In the case of a borrowing under the Revolving Facility, each Revolving Lender will make the amount of its Revolving Percentage of such borrowing of Dollar Revolving Loans available to the Administrative Agent for the account of such Borrower at the Domestic Funding Office prior to 2:00 p.m., New York City time, on the Borrowing Date requested by such Borrower or requested by a Swingline Lender or an Issuing Lender on behalf of the applicable Borrower as contemplated by the second preceding sentence in funds immediately available to the Administrative Agent. Such borrowing will then be made available to such Borrower by the Administrative Agent crediting the account of such Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by the Administrative Agent.
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(b) Each Borrower may borrow Foreign Currency Revolving Loans under the Revolving Commitments during the Revolving Commitment Period on any Business Day prior to the Revolving Termination Date; provided that such Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., London time, three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans) specifying (i) the amount and the Type of Foreign Currency Revolving Loans to be borrowed and the Foreign Currency with respect thereto, (ii) the requested Borrowing Date and (iii) the initial Interest Periods with respect thereto. Upon receipt of any such notice of borrowing under the Revolving Facility from a Borrower, the Administrative Agent shall promptly notify each Lender under the Revolving Facility thereof. Each borrowing of Foreign Currency Revolving Loans shall be in a minimum amount equal to the Applicable Minimum Amount for the relevant Foreign Currency. Each Lender shall make the amount of its Revolving Percentage of such borrowing of Foreign Currency Revolving Loans available to the Administrative Agent for the account of the relevant Borrower by wire transfer of immediately available funds in the relevant Foreign Currency by 12:00 Noon, London time, on the Borrowing Date requested by such Borrower to the account of the Administrative Agent most recently designated by it for such purposes by notice to the Lenders. The Administrative Agent will make such Foreign Currency Revolving Loans available to the relevant Borrower promptly crediting the amounts so received, in like funds, to the account of the relevant Borrower specified in such notice of borrowing from such Borrower.
(c) Each Lender may, at its option, make any Loan available to any Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such Borrower to repay such Loan in accordance with the terms of this Agreement.
2.8 Swingline Commitments .
(a) Subject to the terms and conditions hereof, the ABR Swingline Lender agrees to make a portion of the credit otherwise available to a Borrower under the Revolving Commitments by making swing line loans to such Borrower in the United Kingdom ( U.K. Swingline Loans ) or in the United States ( U.S. Swingline Loans and, together with U.K. Swingline Loans, the ABR Swingline Loans ) in Dollars; provided that the ABR Swingline Lender shall not be required to make (but may elect, in its sole discretion, to make) any ABR Swingline Loan if such ABR Swingline Loan would result in (i) the aggregate principal amount of outstanding ABR Swingline Loans made by the ABR Swingline Lender exceeding the ABR Swingline Lenders ABR Swingline Commitment, or (ii) the ABR Swingline Lenders Revolving Extensions of Credit exceeding its Revolving Commitment; provided further that no Borrower shall request, and the ABR Swingline Lender shall not make, any ABR Swingline Loan if, after giving effect to the making of such ABR Swingline Loan, (x) the aggregate amount of the Available Revolving Commitments would be less than zero or (y) the aggregate amount of all ABR Swingline Loans would exceed $100,000,000. During the Revolving Commitment Period, each Borrower may use the ABR Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. U.S. Swingline Loans shall be ABR Loans only. U.K. Swingline Loans shall be Overnight LIBOR Loans only.
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(b) Subject to the terms and conditions hereof, the LIBOR Swingline Lender agrees to make a portion of the credit otherwise available to a Borrower under the Revolving Commitments by making swing line loans to such Borrower in the United States in Dollars (the LIBOR Swingline Loans ); provided that the aggregate principal amount of LIBOR Swingline Loans made by the LIBOR Swingline Lender will not result in (i) the aggregate principal amount of outstanding LIBOR Swingline Loans made by the LIBOR Swingline Lender exceeding the LIBOR Swingline Lenders LIBOR Swingline Commitment, or (ii) the LIBOR Swingline Lenders Revolving Extensions of Credit exceeding its Revolving Commitment; provided further that no Borrower shall request, and the LIBOR Swingline Lender shall not make, any LIBOR Swingline Loan if, after giving effect to the making of such LIBOR Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, each Borrower may use the LIBOR Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. LIBOR Swingline Loans shall be Overnight LIBOR Loans only.
(c) The applicable Borrower shall repay to the applicable Swingline Lender the then unpaid principal amount of each Swingline Loan no later than the Revolving Termination Date; provided , for the avoidance of doubt, that nothing in this Section 2.8(b) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.
2.9 Procedure for Swingline Borrowing; Refunding of Swingline Loan s .
(a) Whenever a Borrower desires that the ABR Swingline Lender make ABR Swingline Loans, it shall give the ABR Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the ABR Swingline Lender not later than 1:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 1:00 p.m. London time (in the case of U.K. Swingline Loans), on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the ABR Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. New York City time (in the case of U.S. Swingline Loans) or 3:00 p.m. London time (in the case of U.K. Swingline Loans), on the Borrowing Date specified in a notice in respect of ABR Swingline Loans, the ABR Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the ABR Swingline Loan to be made by the ABR Swingline Lender. The Administrative Agent shall make the proceeds of such ABR Swingline Loan available to the applicable Borrower on such Borrowing Date by depositing such proceeds in the account of the applicable Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.
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(b) Whenever a Borrower desires that the LIBOR Swingline Lender make LIBOR Swingline Loans, it shall give the Administrative Agent and the LIBOR Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Administrative Agent and the LIBOR Swingline Lender not later than 12:30 p.m. New York City time on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the LIBOR Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof. Not later than 3:00 p.m. New York City time on the Borrowing Date specified in a notice in respect of LIBOR Swingline Loans, the LIBOR Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the LIBOR Swingline Loan to be made by the LIBOR Swingline Lender. The Administrative Agent shall make the proceeds of such LIBOR Swingline Loan available to the applicable Borrower on such Borrowing Date by depositing such proceeds in the account of the applicable Borrower with the Administrative Agent on such Borrowing Date in immediately available funds.
(c) Each Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the applicable Borrower (which hereby irrevocably directs each Swingline Lender to act on its behalf), on one Business Days notice given by such Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lenders Revolving Percentage of the aggregate amount of the Swingline Loans made by such Swingline Lender (the Refunded Swingline Loans ) outstanding on the date of such notice, to repay such Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to such Swingline Lender for application by such Swingline Lender to the repayment of the Refunded Swingline Loans. Each Borrower irrevocably authorizes each Swingline Lender to charge such Borrowers accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans; provided , for the avoidance of doubt, that nothing in this Section 2.9(c) creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.
(d) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.9(c), one of the events described in Section 8(f) shall have occurred and be continuing with respect to the applicable Borrower or if for any other reason, as determined by the applicable Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.9(c), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.9(c), purchase for cash an undivided participating interest in the then outstanding Swingline Loans made by such Swingline Lender by paying to such Swingline Lender an amount (the Swingline Participation Amount ) equal to (i) such Revolving Lenders Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans made by such Swingline Lender then outstanding that were to have been repaid with such Revolving Loans.
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(e) Whenever, at any time after a Swingline Lender has received from any Revolving Lender such Lenders Swingline Participation Amount, such Swingline Lender receives any payment on account of the applicable Swingline Loans, such Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lenders participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lenders pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans made by such Swingline Lender then due); provided , however , that in the event that such payment received by such Swingline Lender is required to be returned, such Revolving Lender will return to such Swingline Lender any portion thereof previously distributed to it by such Swingline Lender.
(f) Each Revolving Lenders obligation to make the Loans referred to in Section 2.9(c) and to purchase participating interests pursuant to Section 2.9(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or any Borrower may have against any Swingline Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
2.10 Commitment Fees, etc .
(a) The Borrowers agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee Rate on the average daily Available Revolving Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the second Business Day of each January, April, July and October and on the Revolving Termination Date, commencing on the first of such dates to occur after the Closing Date.
(b) The Borrowers agree to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in writing by the Company and the Administrative Agent.
2.11 Termination or Reduction of Revolving Commitments . The Company shall have the right, upon not less than three Business Days notice (or shorter notice period approved by the Administrative Agent) to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.
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2.12 Optional Prepayments .
(a) The Borrowers may at any time and from time to time prepay the Loans (other than Foreign Currency Revolving Loans), in whole or in part, without premium or penalty (except as set forth below), upon notice delivered to the Administrative Agent (a) at least three Business Days (or shorter notice period approved by the Administrative Agent) prior thereto in the case of Eurodollar Loans and (b) on the same Business Day in the case of ABR Loans or Overnight LIBOR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or Overnight LIBOR Loans; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.22. The Borrowers may at any time and from time to time prepay Foreign Currency Revolving Loans, in whole or in part, without premium or penalty, upon notice delivered to the Administrative Agent, not later than 11:00 A.M., London time, three Business Days prior to the date of prepayment in the case of Eurodollar Loans, which notice shall specify the date, amount, Type and Foreign Currency of such Loan to be prepaid; provided , that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Company shall also pay any amounts owing pursuant to Section 2.22. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and ABR Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Tranche A Term Loans and Dollar Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Revolving Loans shall be in a minimum principal amount equal to the Applicable Minimum Amount for the relevant Foreign Currency. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof in the direct order of maturity.
(b) If a Repricing Event occurs on or prior to the date that is six months after the Closing Date, a 1.00% prepayment premium shall be paid on the principal amount of the Tranche B Term Loans prepaid, repaid, assigned or subject to an amendment (including to any Lenders that do not consent to such amendment and are required to assign their loans in connection with such amendment) in each case in connection with such Repricing Event.
2.13 Mandatory Prepayments .
(a) If any Indebtedness shall be incurred by the Company or any of its Subsidiaries after the Closing Date (excluding (i) the proceeds of a Permitted Receivables Financing, and (ii) any other permitted Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in Section 2.13(d).
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(b) If on any date the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof (or will be delivered concurrently with the next Compliance Certificate to be delivered pursuant to Section 6.2(b)), the Applicable Prepayment Percentage of such Net Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 2.13(d); provided , that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.13(d).
(c) In the event that for any fiscal year of the Company (commencing with the first full fiscal year ending after the Closing Date), there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, prepay Tranche B Term Loans in an aggregate amount equal to the ECF Percentage of such Excess Cash Flow less (i) the aggregate amount of voluntary prepayments, redemptions and repurchases of (A) Term Loans (including Loans under Incremental Term Facilities), Incremental Equivalent Debt, Permitted Refinancing Indebtedness and any other Indebtedness permitted under Section 7.2, in each case under this sub-clause (A), to the extent such debt is secured on a pari passu basis with the Term Loans and (B) the Loans under the Revolving Facility (including Loans under any Incremental Revolving Facility) (to the extent (I) accompanied by a permanent reduction of the corresponding Revolving Commitment or (II) in respect of amounts initially used to fund on the Closing Date certain additional original issue discount or upfront fees), in the case of each of clause (A) and clause (B), made during such fiscal year (without duplication in the next fiscal year) or, at the Companys election, after the end of such fiscal year and prior to the time such Excess Cash Flow prepayment is due, and other than to the extent that any such prepayment, redemption or repurchase is funded with the proceeds of Long-Term Indebtedness and (ii) the aggregate amount of any Capital Expenditures (including contracted but not yet consummated and planned Capital Expenditures) made during such fiscal year (without duplication in the next fiscal year) or, at the Companys election, after the end of such fiscal year and prior to the time such Excess Cash Flow prepayment is due, and other than to the extent that any such Capital Expenditure is funded with the proceeds of Long-Term Indebtedness; provided that, with respect to each fiscal year, a prepayment shall only be required under this Section 2.13(c) if the applicable prepayment under this Section 2.13(c) for such fiscal year is greater than $25,000,000 (the ECF Threshold ); provided further that only amounts in excess of the ECF Threshold shall be required to be applied to prepay Tranche B Term Loans under this Section 2.13(c).
(d) The application of any prepayment pursuant to Section 2.13(a) or (b) shall be made ratably to the Term Loans based on the outstanding respective principal amounts thereof. The application of any prepayment pursuant to Section 2.13(c) shall be applied solely to the Tranche B Term Loans. Partial prepayments of the Term Loans pursuant to this Section 2.13 shall be applied to the remaining installments thereof in the direct order of maturity. The application of any prepayment of Term Loans pursuant to this Section 2.13 shall be made, first, to ABR Loans and second, to Eurodollar Loans. Each prepayment of the Loans under this Section 2.13 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.
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(e) If at any time the Total Revolving Extensions of Credit exceeds the Total Revolving Commitments (including as a result of a change in the Exchange Rate for the purchase of Dollars with a Foreign Currency) for a period of ten consecutive Business Days, the Borrowers shall, within one Business Day of notice thereof from the Administrative Agent, prepay the Revolving Loans in an amount equal to the amount of such excess or cash collateralize L/C Obligations in respect of any Letters of Credit to the extent necessary to eliminate any such excess.
(f) Notwithstanding any other provisions of Section 2.13, to the extent any or all of the Net Cash Proceeds from any Asset Sale or Recovery Event received by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Company or any applicable Domestic Subsidiary (the Company hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation as long as such repatriation does not create a material adverse tax consequence) or if the Company has determined in good faith that repatriation of any such amount to the Company or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.13 but may be retained by the applicable Foreign Subsidiary for so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Company or the applicable Domestic Subsidiary, or the Company believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or the Company determines in good faith that such repatriation would no longer would have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than five Business Days after such repatriation) applied (net of additional taxes payable or reasonably estimated to be payable as a result thereof) to the prepayment of the applicable Term Loans as otherwise required pursuant to this Section 2.13.
(g) Notwithstanding anything to the contrary in this Section 2.13, to the extent any assets that are sold in an Asset Sale do not constitute PP&E Collateral as defined under the Target Indentures as in effect on the Closing Date ( Non-PP&E Collateral Assets ) and the Net Cash Proceeds from any such Asset Sale of Non-PP&E Collateral Assets are required to be used to make a mandatory prepayment under this Section, then a pro rata amount of such Net Cash Proceeds may be used to ratably prepay, repay, redeem, reduce or purchase (or offer to prepay, repay, redeem, reduce or purchase) obligations under the Target Notes in accordance with the Target Indentures (and the amount of any such mandatory prepayment under this Section 2.13 shall be reduced by a like amount).
2.14 Conversion and Continuation Options .
(a) Any Borrower may elect from time to time to convert Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. Any Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans denominated in Dollars
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by giving the Administrative Agent at least three Business Days prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.
(b) Any Eurodollar Loan which is a Term Loan shall be continued as such upon the expiration of the then current Interest Period with respect thereto unless the applicable Borrower gives irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term Interest Period set forth in Section 1.1, of a different length of the next Interest Period to be applicable to such Loans or elects to convert such Loan to an ABR Loan; provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided , further , that if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Any Eurodollar Loan which is a Revolving Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term Interest Period set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan denominated in Dollars under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided , further , that if the applicable Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans denominated in Dollars shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and, if the applicable Borrower shall fail to give such notice of continuation of a Foreign Currency Revolving Loan which is a Eurodollar Loan, such Foreign Currency Revolving Loan shall be automatically continued for an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.
2.15 Limitations on Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans (based on, in the case of Foreign Currency Revolving Loans, the Dollar Equivalent of such Foreign Currency Revolving Loans) comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than 20 Eurodollar Tranches shall be outstanding at any one time.
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2.16 Interest Rates and Payment Dates .
(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.
(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.
(c) Each Overnight LIBOR Loan shall bear interest at a rate per annum equal to the Overnight LIBOR Rate plus the Applicable Margin.
(d) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amounts shall bear interest at a rate per annum equal to (x) in the case of overdue amounts in respect of any Loan, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of overdue amounts in respect of any Reimbursement Obligation, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%) (unless such overdue amount is denominated in a Foreign Currency, in which case such overdue amount shall bear interest of a rate per annum equal to the highest rate then applicable under this Agreement to Foreign Currency Revolving Loans in such currency plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).
(e) Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (d) of this Section shall be payable from time to time on demand.
2.17 Computation of Interest and Fees .
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed and that interest on any Foreign Currency Revolving Loan denominated in Pounds Sterling shall be calculated on the basis of a 365-day year for actual days elapsed. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Company and the relevant Lenders of the effective date and the amount of each such change in interest rate.
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(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrowers and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Company, deliver to the Company a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.17(a).
2.18 Inability to Determine Interest Rate .
(a) If prior to the first day of any Interest Period:
(i) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate (including because the Screen Rate is not available or published on a current basis) for such Interest Period, or
(ii) the Administrative Agent shall have received notice from the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, or
(iii) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrowers) that deposits in the applicable currency are not generally available, or cannot be obtained by the Lenders, in the applicable market (any Foreign Currency affected by the circumstances described in Section 2.18(a)(i), (ii) or (iii) is referred to as an Affected Foreign Currency ),
the Administrative Agent shall give telecopy or telephonic notice thereof to the Company and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) pursuant to clause (a) or (b) of this Section 2.18 in respect of Eurodollar Loans denominated in Dollars, (1) any ABR Loans under the relevant Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans with an Interest Period having the duration of such Interest Period shall be continued as ABR Loans and (2) any Eurodollar Loans requested to be made under the relevant Facility with an Interest Period having the duration of such Interest Period shall be made as Eurodollar Loans having an Interest Period with the shortest available duration described in the definition of Interest Period or, in the absence of any such available duration, as ABR Loans and (y) in respect of any Foreign Currency Revolving Loans which are Eurodollar Loans, then (i) any such Foreign Currency Revolving Loans in an Affected Foreign Currency requested to be made on the first day of such Interest Period shall not be made and (ii) any such outstanding Foreign Currency Revolving Loans in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period. Until such notice has been withdrawn by the Administrative Agent (and the Administrative Agent agrees to promptly withdraw such notice after it becomes aware (by receipt of notice or otherwise) that the circumstances described in clause (a), (b) or (c) above cease to exist), no further Eurodollar Loans denominated in Dollars or Foreign Currency Revolving Loans which are Eurodollar Loans in an Affected Foreign Currency shall be made or continued as such, nor shall the relevant Borrower have the right to convert ABR Loans to Eurodollar Loans denominated in Dollars.
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(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) of this Section 2.18 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) of this Section 2.18 have not arisen but either (w) the supervisor for the administrator of the Screen Rate has made a public statement that the administrator of the Screen Rate is insolvent (and there is no successor administrator that will continue publication of the Screen Rate), (x) the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Screen Rate), (y) the supervisor for the administrator of the Screen Rate has made a public statement identifying a specific date after which the Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 10.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.18(b), only to the extent the Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any requests for the conversion of any Loans to, or continuation of any Loans as, a Eurodollar Loans shall be ineffective, (y) if any borrowing request requests a Eurodollar Loan in Dollars, such borrowing shall be made as an ABR Loan and (z) in respect of any Foreign Currency Revolving Loans which are Eurodollar Loans, (I) if any borrowing request requests a Foreign Currency Revolving Loan in an Affected Foreign Currency, such Foreign Currency Revolving Loan shall not be made and (II) any outstanding Foreign Currency Revolving Loan in an Affected Foreign Currency shall be due and payable on the first day of such Interest Period.
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2.19 Pro Rata Treatment and Payments .
(a) Each borrowing by a Borrower from the Revolving Lenders hereunder, each payment by a Borrower on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Percentages of the Revolving Lenders.
(b) [RESERVED].
(c) Each payment (including each prepayment) by a Borrower on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, except as otherwise provided in Section 2.28.
(d) Each payment (including each prepayment) by the Borrower on account of principal of and interest and premium, if any, on the Tranche A Term Loans shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Term Loans then held by the Tranche A Term Lenders. The amount of each principal prepayment of the Tranche A Term Loans shall be applied to reduce the then remaining installments of the Tranche A Term Loans in the direct order of maturity. Amounts prepaid on account of the Tranche A Term Loans may not be reborrowed.
(e) All payments (including prepayments) to be made by a Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at its Domestic Funding Office, in Dollars and in immediately available funds (or, (i) in the case of payments in respect of U.K. Swingline Loans, prior to 12:00 Noon, London time, on the due date thereof to the applicable Swingline Lender at the Funding Office, in Dollars and in immediately available funds and (ii) in the case of principal or interest relating to Foreign Currency Revolving Loans, prior to 12:00 Noon, London time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at its Funding Office, in the relevant Foreign Currency and in immediately available funds). The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.
(f) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate or (ii) in the
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case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount, in each case for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lenders share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the applicable Borrower or (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate determined by the Administrative Agent to be the cost to it of funding such amount, on demand, from the applicable Borrower.
(g) Unless the Administrative Agent shall have been notified in writing by the applicable Borrower prior to the date of any payment being made hereunder that the applicable Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the applicable Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the applicable Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, (i) in the case of amounts denominated in Dollars, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate and (ii) in the case of amounts denominated in Foreign Currencies, such amount with interest thereon at a rate per annum determined by the Administrative Agent to be the cost to it of funding such amount. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against any Borrower.
(h) Nothing in this Section 2.19 creates any obligation for (i) any Foreign Subsidiary Borrower to repay any Obligation of any Domestic Borrower or (ii) any Domestic Borrower to repay any Obligation of any Foreign Subsidiary Borrower.
2.20 Requirements of Law (a) .
(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Credit Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
(i) shall subject such Credit Party to any Tax (except for Non-Excluded Taxes and Taxes described in clauses (i) through (iv) of the definition of Non-Excluded Taxes ) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement (including any insurance charge or other assessment, but other than any reserve requirement contemplated by Section 2.20(e)) against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Credit Party or any Letter of Credit or participation therein; or
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(iii) shall impose on such Credit Party or the London interbank market any other condition, cost or expense affecting this Agreement or the Loans made by such Credit Party or any Letter of Credit or participation therein;
and the result of any of the foregoing is to increase the cost to such Credit Party, by an amount that such Credit Party deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrowers shall promptly pay such Credit Party, upon its demand and delivery of the calculation of such amount, any additional amounts necessary to compensate such Credit Party for such increased cost or reduced amount receivable. If any Credit Party becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Company (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled together with a calculation of such amount claimed; provided that failure or delay on the part of any Credit Party to demand compensation pursuant to this Section 2.20(a) shall not constitute a waiver of such Credit Partys right to demand such compensation; provided further that the Borrowers shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Company of such Lenders intention to claim compensation therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.
(b) If any Credit Party shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Credit Party, or any corporation controlling such Credit Party with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Credit Partys or such corporations capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Credit Partys or such corporations policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Credit Party to the Company (with a copy to the Administrative Agent) of a written request therefor, the Borrowers shall pay to such Credit Party such additional amount or amounts as will compensate such Credit Party for such reduction; provided that the Borrowers shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than three months prior to the date that such Lender notifies the Company of such Lenders intention to claim compensation therefor; provided further that the Borrower shall be required to make such payment only if the respective Lender certifies that it generally requires similarly situated borrowers in comparable syndicated credit facilities to which it is a lender to make similar payments; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such three-month period shall be extended to include the period of such retroactive effect.
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(c) Notwithstanding anything herein to the contrary (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted or issued.
(d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Credit Party to the Company (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of the Borrowers pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
(e) Eurocurrency Liabilities . Each Borrower shall pay to each Lender, without duplication, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency liabilities), additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financing regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurodollar Loans of such Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Company shall have received at least ten days prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender; provided further that the Borrower shall be required to make such payment only if the respective Lender certifies that it generally requires similarly situated borrowers in comparable syndicated credit facilities to which it is a lender to make similar payments. If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten days from receipt of such notice.
(f) Notwithstanding any other provision of this Agreement, if, after the date hereof, (i)(A) the adoption of any law, rule or regulation after the date of this Agreement, (B) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (C) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, shall make it unlawful for any such Lender to make or maintain any Foreign Currency Revolving Loan or to give effect to its obligations as contemplated hereby with respect to any Foreign Currency Revolving Loan, or (ii) there shall have occurred any change in national or international financial, political or economic conditions (including the imposition of or any change in exchange controls, but excluding conditions otherwise covered by this Section 2.20) or currency exchange rates which would make it impracticable for the Lenders to make or maintain Foreign Currency Revolving Loans denominated in the relevant currency to, or for the account of, any Borrower, then, by written notice to the Company and to the Administrative Agent:
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(i) such Lender or Lenders may declare that Foreign Currency Revolving Loans (in the affected currency or currencies) will not thereafter (for the duration of such unlawfulness) be made by such Lender or Lenders hereunder (or be continued for additional Interest Periods), whereupon any request for a Foreign Currency Revolving Loan (in the affected currency or currencies) or to continue a Foreign Currency Revolving Loan (in the affected currency or currencies), as the case may be, for an additional Interest Period shall, as to such Lender or Lenders only, be of no force and effect, unless such declaration shall be subsequently withdrawn; and
(ii) such Lender may require that all outstanding Foreign Currency Revolving Loans (in the affected currency or currencies) made by it be converted to ABR Loans or Loans denominated in Dollars, as the case may be (unless repaid by the relevant Borrower as described below), in which event all such Foreign Currency Revolving Loans (in the affected currency or currencies) shall be converted to ABR Loans or Loans denominated in Dollars, as the case may be, as of the effective date of such notice as provided in this Section 2.20(f) and at the Exchange Rate on the date of such conversion or, at the option of the relevant Borrower, repaid on the last day of the then current Interest Period with respect thereto or, if earlier, the date on which the applicable notice becomes effective.
In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the converted Foreign Currency Revolving Loans of such Lender shall instead be applied to repay the ABR Loans or Loans denominated in Dollars, as the case may be, made by such Lender resulting from such conversion. For purposes of this Section 2.20(f), a notice to the Company by any Lender shall be effective as to each Foreign Currency Revolving Loan made by such Lender, if lawful, on the last day of the Interest Period, if any, currently applicable to such Foreign Currency Revolving Loan; in all other cases such notice shall be effective on the date of receipt thereof by the Company.
2.21 Taxes .
(a) All payments made by or on behalf of any Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable law. If any such Taxes are required to be deducted or withheld from any amounts payable to any Credit Party, as determined in good faith by the applicable withholding agent, (i) such amounts shall be paid to the relevant Governmental Authority in accordance with applicable law and (ii) if such Taxes are Non-Excluded Taxes or Other Taxes, the amounts so payable by the applicable Loan Party to the Credit Party shall be increased to the extent necessary to yield to such Credit Party (after such deduction or withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding or deduction had not been made.
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(b) In addition, the applicable Borrower shall pay, severally and not jointly, any Other Taxes to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent, timely reimburse it for any Other Taxes.
(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by a Borrower, as promptly as possible thereafter such Borrower shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by such Borrower showing payment thereof. If (i) a Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority, or (ii) any Non-Excluded Taxes or Other Taxes are imposed directly upon the Administrative Agent or any Lender, such Borrower shall indemnify the Administrative Agent and the Lenders for such Non-Excluded Taxes or Other Taxes and any reasonable expenses that may become payable by the Administrative Agent or any Lender as a result of any such failure, in the case of (i), or any direct imposition, in the case of (ii), whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability delivered to the applicable Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for any Taxes (i) attributable to such Lender (but only to the extent that the applicable Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes and without limiting the obligation of such Borrower to do so) or (ii) attributable to such Lenders failure to comply with the provisions of Section 10.6(b) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d).
(e) (i) Each Lender (or Transferee) that is a United States person as defined in Section 7701(a)(30) of the Code shall deliver to the Borrowers and the Administrative Agent two properly completed and duly signed copies of U.S. Internal Revenue Service ( IRS ) Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender (or Transferee) that is not a United States person as defined in Section 7701(a)(30) of the Code (a Non-U.S. Lender ) shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (i) two copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI or Form W-8IMY (together with any applicable underlying IRS forms), (ii) in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of portfolio interest, a statement substantially in the form of Exhibit F and the applicable IRS Form W-8, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on payments
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by under this Agreement and the other Loan Documents. Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of any Borrower or the Administrative Agent.
(ii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has or has not complied with such Lenders obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (ii), FATCA shall include any amendments made to FATCA after the date of this Agreement.
(f) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation under this Section 2.21(f) shall not be required if in the Lenders reasonable judgment such completion, execution, or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender shall deliver such forms, certifications and other documentations required under Sections 2.21(e) and 2.21(f) upon the expiration, inaccuracy, or obsolescence of any such forms, certifications or other documentations previously delivered by such Lender or shall promptly notify the relevant Borrower and the Administrative Agent if it determines that it is no longer legally able to provide such forms, certifications or other documentations to such Borrower (or any other forms, certifications or documentations adopted by the Governmental Authorities for such purpose).
(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.21 (including by the payment of additional amounts pursuant to this Section 2.21), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
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party the amount paid over pursuant to this Section 2.21(g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.21(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.21(g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.21(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(h) For purposes of this Section 2.21, the term Lender includes any Issuing Lender and the term applicable law includes FATCA.
(i) The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
2.22 Indemnity . Each Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default by such Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after such Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by such Borrower in making any prepayment of or conversion from Eurodollar Loans after such Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a payment of Eurodollar Loans (including pursuant to Sections 2.24 or 10.1(c)) on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or returned, or not so borrowed, converted or continued, for the period from the date of such prepayment or return or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Company by any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
2.23 Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections 2.20 or 2.21 with respect to such Lender, it will, if requested by the Company, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided , that such designation is made on terms that, in the good faith judgment of such Lender, (i) would eliminate or reduce the amounts payable pursuant to Section 2.20 or Section 2.21, as the case may be, in the future, (ii) would not
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subject such Lender to (A) any unreimbursed cost or expense or (B) significant investment of time or effort and (iii) would not otherwise be disadvantageous to such Lender, and provided , further , that nothing in this Section shall affect or postpone any of the obligations of any Borrower or the rights of any Lender pursuant to Section 2.20 or 2.21. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation.
2.24 Replacement of Lenders . The Company shall be permitted, at its sole expense and effort, to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.20 or Section 2.21 or (b) has become a Defaulting Lender or an Objecting Lender hereunder or, pursuant to Section 2.20(f), is unable to make any particular type of Loans, with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section 2.23 so as to eliminate the continued need for payment of amounts owing pursuant to Section 2.20 or Section 2.21, (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the applicable Borrower shall be liable to such replaced Lender under Section 2.22 for any losses suffered or expenses incurred by such Lender if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 ( provided that the applicable Borrower shall be obligated to pay the registration and processing fee referred to therein) or pursuant to other procedures agreed upon by the Company and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it pursuant to this Section 2.24, (viii) until such time as such replacement shall be consummated, the applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.20 or 2.21, as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
2.25 Foreign Currency Exchange Rate .
(a) No later than 12:00 Noon, London time, on each Calculation Date with respect to a Foreign Currency, the Administrative Agent shall determine the Exchange Rate as of such Calculation Date with respect to such Foreign Currency; provided that, upon receipt of a borrowing request for Foreign Currency Revolving Loans, the Administrative Agent shall determine the Exchange Rate with respect to the relevant Foreign Currency on the related Calculation Date (it being acknowledged and agreed that the Administrative Agent shall use such Exchange Rate for the purposes of determining compliance with Section 2.6 with respect to such borrowing request). The Exchange Rates so determined shall become effective on the relevant Calculation Date (a Reset Date ), shall remain effective until the next succeeding Reset Date and shall for all purposes of this Agreement (other than Section 2.20(f), 10.21 and any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between Dollars and Foreign Currencies.
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(b) No later than 5:00 P.M., London time, on each Reset Date, the Administrative Agent shall determine the aggregate amount of the Dollar Equivalents of the principal amounts of the relevant Foreign Currency Loans then outstanding (after giving effect to any Foreign Currency Loans to be made or repaid on such date).
(c) The Administrative Agent shall promptly notify the Company and the Lenders of each determination of an Exchange Rate hereunder.
2.26 Extension of the Facilities .
(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an Extension Offer ) made from time to time by the applicable Borrower to all Lenders under any Facility holding Term Loans or Revolving Commitments with a like maturity date, on a pro rata basis (based on the aggregate Term Loans or Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lenders applicable Term Loans or Revolving Commitment to a date that is at least one year later than the maturity date of such Term Loans or Revolving Commitments being extended and otherwise modify the terms of such Term Loans or Revolving Commitments pursuant to the terms of the relevant Extension Offer (including by increasing or decreasing the interest rate or fees payable in respect of such Term Loans or Revolving Commitments (and related outstandings)) (each, an Extension , and each group of Term Loans or Revolving Commitments, as so extended, as well as the original Term Loans or Revolving Commitments not so extended, being a tranche; it being understood that any Extended Credits (as defined below) shall constitute a separate tranche of Term Loans or Revolving Commitments from the tranche of Term Loans or Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity and related provisions including call protection (which shall be set forth in the relevant Extension Offer), the applicable Term Loan or Revolving Commitment of any Lender that agrees to an Extension with respect to such Term Loan or Revolving Commitment extended pursuant to an Extension (an Extended Credit ), and the related outstandings, shall be a Term Loan or Revolving Commitment (or related outstandings, as the case may be) with covenants, representations and warranties and events of default that are the same as those applicable to the original Term Loan or Revolving Commitments (and related outstandings) from which they were extended and other terms substantially similar to those applicable to the original Term Loan or Revolving Commitments (and related outstandings) from which they were extended; provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, (2) in the case of Extensions of Revolving Commitments ( Extended Commitments ), the repayment of Loans with respect to, and termination of, Extended Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and
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terminate commitments of any such tranche on a greater than a pro rata basis as compared to any other tranche with a later maturity date than such tranche, (3) assignments and participations of Extended Credits and the related outstandings shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (4) at no time shall there be Revolving Commitments hereunder (including Extended Commitments and any original Revolving Commitments) which have more than two different maturity dates, (iii) the weighted average life to maturity of any Term Loans constituting an Extended Credit shall be no less than 180 days longer than the remaining weighted average life to maturity of the tranche of Term Loans extended thereby, (iv) any Term Loans constituting an Extended Credit may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Offer (provided that if the applicable extending Term Lenders have the ability to decline mandatory prepayments, any such mandatory prepayment that is not accepted by the applicable extending Term Lenders shall be applied to the non-extended Term Loans of the tranche being extended), (v) if the aggregate principal amount of Term Loans or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as the case may be, offered to be extended by the applicable Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments (and the related outstandings) of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (vi) if the aggregate principal amount of Term Loans or Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall be less than the maximum aggregate principal amount of Term Loans or Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Borrower may require each Lender that does not accept such Extension Offer to assign pursuant to Section 10.6 its pro rata share of the outstanding Loans, Revolving Commitments and/or participations in Letters of Credit (as applicable) offered to be extended pursuant to such Extension Offer to one or more assignees which have agreed to such assignment and to extend the applicable maturity date; provided that (1) each Lender that does not respond affirmatively within 15 days of the date the offering document in respect of an Extension Offer is delivered to the Lenders shall be deemed not to have accepted such Extension Offer, (2) each assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the applicable Borrower (in the case of all other amounts), (3) the processing and recordation fee specified in Section 10.6(e) shall be paid by the applicable Borrower or such assignee and (4) the assigning Lender shall continue to be entitled to the rights under Section 10.5 for any period prior to the effectiveness of such assignment, (vii) all documentation in respect of such Extension shall be consistent with the foregoing and (viii) any applicable Minimum Extension Condition (as defined below) shall be satisfied unless waived by the Borrower.
(b) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.26, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Term Loans or Revolving Commitments to be tendered, which shall be a minimum amount approved by the Administrative Agent (a Minimum Extension
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Condition ); provided that the applicable Borrower may waive the Minimum Extension Condition. The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.26 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Sections 2.11, 2.12, 2.13, 2.19 and 10.7) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.26.
(c) The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments or Term Loans (or a portion thereof) (or, in the case of an Extension pursuant to clause (vi) of Section 2.26(a), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments or Term Loans, the Revolving Loans or Term Loans and/or participations in Letters of Credit) and (B) in the case of Extended Commitments, the consent of each Issuing Lender, which consent shall not be unreasonably withheld or delayed. All Extended Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments and Term Loans so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.26. In addition, if so provided in such amendment and with the consent of the Issuing Lenders, participations in Letters of Credit expiring on or after the Revolving Termination Date with respect to Revolving Commitments not so extended shall be re-allocated from Lenders holding Revolving Commitments to Lenders holding Revolving Commitments extended pursuant to such amendment in accordance with the terms of such amendment; provided , however , that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation interests (including the commission applicable thereto) shall be adjusted accordingly.
(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.26.
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2.27 Incremental Loan Extensions .
(a) The applicable Borrower(s) may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request an increase to the Tranche A Term Facility, the Tranche B Term Facility or the Revolving Facility or request the addition of one or more incremental term loan facilities (each, an Incremental Facility ) in an aggregate amount of up to the sum of (x) an amount determined on a Pro Forma Basis for the most recent determination period and calculated on the date of incurrence (as if such Incremental Facility became effective on the first day of such determination period and (A) in the case of an Incremental Facility consisting of an increase in the Revolving Facility, assuming full utilization of the Revolving Facility, (B) excluding any amount incurred contemporaneously under clause (y), (C) giving effect to other permitted Pro Forma Adjustments and any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with such borrowing and (D) disregarding the proceeds of any Incremental Facility in any netting calculations in determining compliance with such ratio), after giving effect to such Incremental Facility and the use of proceeds thereof, such that the Senior Secured Leverage Ratio does not exceed 2.0 to 1.0 as of the last day of the most recently ended fiscal quarter for which financial statements are available (the Ratio Based Incremental Amount ) plus (y) an additional amount not to exceed, in the aggregate over the life of the Facilities, the greater of (i) 50% of Consolidated EBITDA determined on a Pro Forma Basis for the most recently ended period of four fiscal quarters and (ii) $1,000,000,000 ( minus the amount of any Incremental Equivalent Debt incurred in reliance on the Fixed Incremental Amount) (the Fixed Incremental Amount and, together with the Ratio Based Incremental Amount, the Incremental Availability Amount ); provided that:
(i) no Lender will be required to participate in any such Incremental Facility, and the Borrowers shall be entitled to seek an Incremental Facility from other lenders that are not Ineligible Institutions;
(ii) subject to Section 2.27(d) below, no Default or Event of Default exists or would exist after giving effect thereto (or, in the event that such Incremental Facility is used to finance a Limited Condition Transaction, notwithstanding Section 5.2(b) hereof, such condition shall be that no Event of Default exists solely at the time of the execution and delivery by the relevant parties of the acquisition agreement or other similar document having similar effect related to such Limited Condition Transaction);
(iii) on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Facility (assuming full utilization of the Revolving Facility in the case of an Incremental Facility consisting of an increase in the Revolving Facility, and after giving effect to other permitted Pro Forma Adjustments and any permanent repayment of Indebtedness after the beginning of the relevant determination period but prior to or simultaneous with such borrowing), the Company is in compliance with the financial covenants set forth in Section 7.1 recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available (it being understood that the proceeds of any Incremental Facility will be disregarded in any netting calculations in determining compliance with such ratios);
(iv) subject to Section 2.27(d) below, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of such date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date);
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(v) (a) with respect to any Incremental Facility consisting of a tranche B term facility (i.e., a term loan facility with a tenor of six years or longer which has nominal amortization of 1% per annum prior to final maturity) (an Incremental Tranche B Term Facility ), the maturity date of such Incremental Tranche B Term Facility shall be no earlier than the Tranche B Final Maturity Date (or the then scheduled final maturity date of any other then existing Incremental Tranche B Term Facility) and the weighted average life to maturity of any such Incremental Tranche B Term Facility shall not be less than the remaining weighted average life to maturity of the Tranche B Term Facility or any other then existing Incremental Tranche B Term Facility and (b) with respect to any Incremental Facility consisting of a tranche A term facility (i.e., a term loan facility having amortization, tenor and other terms customary for the term loan A market, as reasonably determined by the Administrative Agent and the Company) (an Incremental Tranche A Term Facility ), the maturity date of such Incremental Tranche A Term Facility shall be no earlier than the Tranche A Final Maturity Date (or the then scheduled final maturity date of any other then existing Incremental Tranche A Term Facility) and the weighted average life to maturity of any such Incremental Tranche A Term Facility shall not be less than the remaining weighted average life to maturity of the Tranche A Term Facility or any other then existing Incremental Tranche A Term Facility;
(vi) subject to clause (v) above, (A) the amortization schedule applicable to any Incremental Facility constituting an term loan facility (an Incremental Term Facility ) shall be determined by the Borrower and the applicable lenders providing such incremental term loans and (B) any Incremental Term Facility may provide for the ability of the lenders providing such incremental term facility to participate on a pro rata basis or less than a pro rata basis in any voluntary or mandatory prepayments of the Tranche A Term Loans (with respect to any Incremental Tranche A Term Facility) or Tranche B Term Loans (with respect to any Incremental Tranche B Term Facility);
(vii) the yield applicable to any Incremental Term Facility shall be determined by the Company and the applicable lenders providing such Incremental Term Facility; provided that the All-in Yield (whether in the form of interest rate margins, original issue discount, upfront fees or LIBOR/ABR floors) applicable to any Incremental Tranche B Term Facility will not be more than 0.50% points higher than the corresponding All-in Yield (giving effect to interest rate margins, original issue discount, upfront fees and LIBOR/ABR floors) for the Tranche B Term Facility, unless the interest rate margins with respect to the Tranche B Term Facility are increased by an amount equal to the difference between the All-in Yield with respect to the Incremental Tranche B Term Facility and the corresponding All-in Yield on the Tranche B Term Facility minus 0.50%; provided further that, with respect to any Incremental Tranche A Term Facility, the All-in Yield (whether in the form of interest rate margins, original issue discount, upfront fees or LIBOR/ABR floors) applicable to any Incremental Tranche A Term Facility will not be more than 0.50% higher than the corresponding All-in Yield (giving effect to interest rate margins, original issue discount, upfront fees and LIBOR/ABR floors) for the Tranche A Term Facility, unless the interest rate margins with respect to the Tranche A Term Facility are increased by an amount equal to the difference between the All-in Yield with respect to the Incremental Tranche A Term Facility and the corresponding All-in Yield on the Tranche A Term Facility minus 0.50%; and
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(viii) any Incremental Facility constituting an increase to the Revolving Facility (an Incremental Revolving Facility ) shall be on the same terms as, and pursuant to documentation applicable to, the Revolving Facility (including the maturity date in respect thereof),
(ix) any Incremental Term Facility shall be on terms and pursuant to documentation to be agreed upon by the applicable Borrower(s) and the lenders under such Incremental Facility; provided that (1) except to the extent permitted by clause (v), (vi) or (vii) above, to the extent such terms are not consistent with the terms in respect of the Tranche A Term Facility or the Tranche B Term Facility, as applicable, they shall be no more restrictive, when taken as a whole, to the Loan Parties than those under the Tranche A Term Facility or the Tranche B Term Facility, as applicable (except for covenants or other provisions applicable only to periods after the latest final maturity date of the Tranche A Term Facility or the Tranche B Term Facility, as applicable) and (2) to the extent such documentation is not consistent with the documentation in respect of the Tranche A Term Facility or the Tranche B Term Facility, as applicable, it shall be reasonably satisfactory to the Administrative Agent.
(b) The applicable Borrower may elect to use any component (or one or more components) of the Incremental Availability Amount in its sole discretion, and if there is availability under the Ratio Based Incremental Amount at any time that an Incremental Facility is incurred, and the applicable Borrower does not otherwise make an election, such Borrower will be deemed to have elected to use the Ratio Based Incremental Amount.
(c) In connection with any Incremental Facility, the applicable Borrower(s) shall provide the Administrative Agent with such related Notes, certificates and opinions as the Administrative Agent may reasonably request. Appropriate adjustments shall be made in the payments of interest to reflect the funding date of such Incremental Facility. Notwithstanding anything to the contrary in Section 10.1, this Agreement and the other Loan Documents may be amended from time to time with the consent of only the Administrative Agent and the applicable Borrower(s) to the extent necessary to implement the provisions of this Section (including to reflect each Incremental Facility and the funding thereof). Each Incremental Facility shall be entitled to share in the Collateral and guarantees on a pari passu basis with the other Facilities.
(d) Notwithstanding anything herein to the contrary, in the event that any Incremental Facility is used to finance a Limited Condition Transaction, (w) there shall be no requirement for any Borrower to satisfy any of the conditions listed in clause (a)(ii) or (a)(iv) of this Section 2.27 or in Section 5.2 (including the absence of any default or the bring-down of the representations and warranties) unless otherwise required by (and which thereafter may be waived by) the lenders providing the proposed Incremental Facility; (x) notwithstanding clause (a)(iv) of this Section 2.27 or Section 5.2(a) hereof, the representations and warranties included in the conditions precedent to the extension of credit under such Incremental Facility shall be limited
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solely to customary specified representations and those representations included in the acquisition agreement or other document having similar effect related to such Limited Condition Transaction that are material to the interests of the lenders providing such Incremental Facility and only to the extent that the Company or its applicable Subsidiary has the right to terminate its obligations (or decline to consummate the acquisition) under such agreement as a result of a breach of such representations and (y) the calculation of the Ratio Based Incremental Amount and the determination of compliance with the requirements set forth in Section 2.27(a)(ii) and (iii) shall, at the election of the applicable Borrower, be made solely at the time of the execution and delivery by the applicable parties of the acquisition agreement or other similar definitive document having similar effect related to such Limited Condition Transaction (the LCA Test Date ), giving Pro Forma Effect to such acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transactions, and any acquired consolidated net income), as if they had occurred on such date of determination using the available historical financial statements for the most recent fiscal quarter ended prior to the LCA Test Date for which such information is available of all entities or assets to be acquired (which, if GAAP-compliant historical financial statements are not available, may be audited IFRS-compliant financial statements) (the Test Date Financial Statements ) and the consolidated financial statements of the Company; provided that, if the applicable Borrower has so elected to calculate the Senior Secured Leverage Ratio on the LCA Test Date, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of any Indebtedness or Liens or the making of any Investments, Restricted Payments, restricted prepayments of Indebtedness, Dispositions or fundamental changes (but in no event with respect to the calculation of any Financial Covenant for purposes of determining compliance with Section 7.1 or the determination of the Applicable Margin, the Commitment Fee Rate or for any other purpose under any Loan Document not specified above), in each case, on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be required to be satisfied on a Pro Forma Basis based on the Test Date Financial Statements in the same manner described above (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transactions, and any acquired consolidated net income) have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness, the use of proceeds thereof or of any related transaction, and any acquired consolidated net income) have not been consummated.
The provision of this Section 2.27 shall supersede any provisions of Section 2.19 and 10.1 of this Agreement to the contrary.
2.28 Defaulting Revolving Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a) commitment fees shall cease to accrue on the Available Revolving Commitment (if any) of such Defaulting Lender pursuant to Section 2.10(a);
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(b) if there are any Swingline Loans outstanding or Letters of Credit outstanding at the time such Revolving Lender becomes a Defaulting Lender then:
(i) all or any part of such outstanding Swingline Loans or outstanding Letters of Credit shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent the sum of all outstanding Revolving Extensions of Credit of the Revolving Lenders that are not Defaulting Lenders does not exceed the total of all Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders (for the avoidance of doubt, no Lender shall be required to make Revolving Extensions of Credit in excess of its Revolving Commitment);
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, each applicable Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lenders Revolving Percentage of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to clause (i) above) and (y) second, (1) if a drawing is made under any Letter of Credit, such Borrower shall reimburse the applicable Issuing Lender in accordance with Section 3.5 and (2) if a Letter of Credit is requested by such Borrower in accordance with Section 3.2 during any period where there is a Defaulting Lender that is a Revolving Lender, such Borrower shall enter into an arrangement reasonably satisfactory to the applicable Issuing Lender to cover in whole or in part (which such arrangement may include cash collateralization) the exposure of the applicable Issuing Lender related to the participating interests of such Defaulting Lender in such newly issued Letter of Credit (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such Lender is a Defaulting Lender or until such Lender is replaced pursuant to Section 2.24;
(iii) if and so long as a Borrower cash collateralizes any portion of such Defaulting Lenders Revolving Percentage of outstanding Letters of Credit pursuant to clause (ii) above, then such Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3 with respect thereto;
(iv) upon any reallocation described in clause (i) above, the fees payable to the Revolving Lenders pursuant to Sections 2.10(a) and 3.3 shall be adjusted accordingly to re-allocate such fees among the Revolving Lenders which are not Defaulting Lenders; and
(v) if any such Defaulting Lenders Revolving Percentage of outstanding Letters of Credit is neither cash collateralized nor reallocated pursuant to clause (i) above, then, without prejudice to any rights or remedies of the applicable Issuing Lender or any Lender hereunder, all letter of credit fees payable under Section 3.3 with respect to such Defaulting Lenders Revolving Percentage of outstanding Letters of Credit shall be payable to the relevant Issuing Lender until such cash collateralization and/or reallocation occurs;
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(c) no Swingline Lender shall be required to fund any Swingline Loan and no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is reasonably satisfied that the related exposure will be covered in whole or in part by the Revolving Commitments of the Revolving Lenders that are not Defaulting Lenders and/or cash collateral or other arrangements will be provided by each applicable Borrower in accordance with clause (b)(ii) above, and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be (i) allocated among the Revolving Lenders that are not Defaulting Lenders and/or (ii) covered by arrangements made by each applicable Borrower pursuant to clause (b)(ii) above in a manner consistent with clauses (b)(i) and (ii) (and any such Defaulting Lenders shall not participate therein);
(d) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Majority Facility Lenders under the Revolving Facility have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.1); provided , that this clause (d) shall not apply in the case of an amendment, waiver or other modification requiring the consent of all Lenders or each Lender affected thereby; and
(e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 10.7 but excluding Section 2.24) shall, in lieu of being distributed to such Defaulting Lender and without duplication, be retained by the Administrative Agent in a segregated interest-bearing account reasonably satisfactory to the Administrative Agent and the applicable Borrower(s) and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to any Issuing Lender or any Swingline Lender hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Issuing Lender or a Swingline Lender, held in such account as cash collateral for existing or (unless such Defaulting Lender has no remaining unutilized Revolving Commitment) future funding obligations of such Defaulting Lender in respect of any existing or (unless such Defaulting Lender has no remaining unutilized Revolving Commitment) future participation in any Swingline Loan or Letter of Credit, (iv) fourth, to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the applicable Borrower(s), unless such Defaulting Lender has no remaining unutilized Revolving Commitment, held in such account as cash collateral for future funding obligations of the Defaulting Lender in respect of any Revolving Loans under this Agreement, (vi) sixth, to the payment of any amounts owing to any Issuing Lender or any Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by such Issuing Lender or such Swingline Lender against such Defaulting Lender as a result of such Defaulting Lenders breach of its obligations under this Agreement, (vii) seventh, to the payment of any amounts owing to the applicable Borrower(s) as a result of any judgment of a court of competent jurisdiction obtained by such Borrower(s) against such Defaulting Lender as a result of such Defaulting Lenders breach of its obligations under this Agreement, and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction, provided , that, with respect to this clause (viii), if such payment is (A) a prepayment of the principal amount
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of any Revolving Loans or Reimbursement Obligations as to which a Defaulting Lender has funded its participation and (B) made at a time when the conditions set forth in Section 5.2 are satisfied, such payment shall be applied solely to prepay the Revolving Loans of, and Reimbursement Obligations owed to, all Revolving Lenders that are not Defaulting Lenders under the Revolving Facility pro rata prior to being applied to the prepayment of any Revolving Loans of, or Reimbursement Obligations owed to, any Defaulting Lender. On the Revolving Termination Date, any remaining amounts not previously applied (except for amounts in connection with clause (vii) above) shall be returned to the applicable Defaulting Lender.
In the event that the Administrative Agent, the applicable Borrower(s), each Issuing Lender and each Swingline Lender each reasonably determines that any such Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then (i) the outstanding Swingline Loans and outstanding Letters of Credit of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lenders Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage and (ii) any arrangements made by the applicable Borrower(s) pursuant to clause (b)(ii) above shall be terminated and any cash collateral or arrangement provided by such Borrower(s) in accordance thereto will be terminated or promptly returned to such Borrower(s), as applicable.
The provisions of this Agreement relating to funding, payment and other matters with respect to the Revolving Facility may be adjusted by the Administrative Agent, with the consent of the Borrowers (such consent not to be unreasonably withheld), to the extent necessary to give effect to the provisions of this Section 2.28. The provisions of this Section 2.28 may not be amended, supplemented or modified without, in addition to consents required by Section 10.1, the prior written consent of the Administrative Agent, the Swingline Lenders, the Issuing Lenders, the Borrowers and any Defaulting Lenders.
2.29 Designation of Subsidiary Borrowers .
(a) The Company shall be permitted, so long as no Default or Event of Default shall have occurred and be continuing:
(i) to designate any Subsidiary of the Company as a Subsidiary Borrower under the Revolving Facility upon (A) 10 Business Days prior written notice to the Lenders (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary) (a Notice of Designation ), (B) the execution and delivery by the Company, such Subsidiary and the Administrative Agent of a Joinder Agreement, substantially in the form of Exhibit D (a Joinder Agreement ), providing for such Subsidiary to become a Subsidiary Borrower, (C) compliance by the Company and such Subsidiary Borrower with Section 6.9(g) , (D) the agreement and acknowledgment by the Company and each other Borrower that the Guarantee Agreement and the Collateral Agreement each cover the Obligations of such Subsidiary, (E) delivery by the Company or such Subsidiary of all documentation and information as is reasonably requested in writing by the Lenders at least three days prior to the anticipated effective date of such designation required by U.S. regulatory authorities under applicable know your customer and anti-
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money laundering rules and regulations, including the PATRIOT Act, and (F) the delivery to the Administrative Agent of (1) corporate or other applicable resolutions, incorporation or other applicable constituent documents, officers certificates and legal opinions in respect of such Subsidiary in each case reasonably equivalent to comparable documents delivered on the Closing Date and (2) such other documents with respect thereto as the Administrative Agent shall reasonably request; and
(ii) to remove any Subsidiary as a Subsidiary Borrower upon execution and delivery by the Company to the Administrative Agent of a written notification to such effect and repayment in full of all Loans made to such Subsidiary Borrower, cash collateralization of all L/C Obligations in respect of any Letters of Credit issued for the account of such Subsidiary Borrower and repayment in full of all other amounts owing by such Subsidiary Borrower under this Agreement and the other Loan Documents (it being agreed that any such repayment shall be in accordance with the other terms of this Agreement).
(b) Notwithstanding anything to the contrary in this Agreement, a Lender shall not be required to make a Loan as part of any borrowing by or to issue or acquire a participation in any Letter of Credit issued for the account of, a Foreign Subsidiary with respect to which the Company has delivered a Notice of Designation (a Proposed Foreign Subsidiary Borrower ) if the making of such Loan or the issuance by such Lender or the acquisition by such Lender (or, if such Lender is the Issuing Lender, the acquisition by any other Lender) of a participation in, such Letter of Credit would violate any law or regulation (including any violation of any law or regulation due to an absence of licensing) to which such Lender is subject. As soon as practicable after receiving a Notice of Designation from the Company in respect of a Proposed Foreign Subsidiary Borrower, and in any event no later than seven Business Days after the date of such Notice of Designation, any Lender that is restricted by any law or regulation (including due to an absence of licensing) to which such Lender is subject from extending credit (including, for the avoidance of doubt, making Loans, issuing Letters of Credit or acquiring participations in Letters of Credit) under this Agreement to such Proposed Foreign Subsidiary Borrower directly or through a Lender Affiliate as set forth in Section 2.29(c) (an Objecting Lender ) shall so notify the Company and the Administrative Agent in writing. With respect to each Objecting Lender that has not withdrawn such notice, the Company shall, effective on or before the date that such Proposed Foreign Subsidiary Borrower shall have the right to borrow hereunder, either (A) exercise its rights with respect to such Objecting Lender pursuant to Section 2.24 or (B) cancel its request to designate such Proposed Foreign Subsidiary Borrower as a Subsidiary Borrower hereunder.
(c) In addition to the foregoing requirements, if the Company shall deliver a Notice of Designation with respect to a Proposed Foreign Subsidiary Borrower, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing a Lender Affiliate to act as the Lender in respect of such Proposed Foreign Subsidiary Borrower. Additionally, (x) such Lenders obligations under this Agreement shall remain unchanged, (y) such Lender shall remain solely responsible to the other parties hereto for the performance of those obligations, and (z) the Company, any other Borrower, the Administrative Agent, the Lenders, the Issuing Lenders and the Swingline Lenders shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement.
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(d) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to enter into such amendments to the Security Documents and/or such new Security Documents as are necessary or advisable, as reasonably determined by the Administrative Agent, in order to effect the provisions of Section 6.9(g).
(e) If Spinco or any of its Subsidiaries is designated as a Subsidiary Borrower hereunder, Spinco or any of its Subsidiaries shall repay any outstanding Loans incurred by Spinco or any of its Subsidiaries prior to the earlier to occur of (x) the incurrence of Indebtedness pursuant to Section 7.2(gg) or (y) consummation of the Spin-Off, and shall cease to be a Subsidiary Borrower at such time.
2.30 MIRE Events . Notwithstanding the foregoing, no MIRE Event may be closed until the date that is (a) if there are no Mortgaged Properties in a special flood hazard area, 10 Business Days or (b) if there are any Mortgaged Properties in a special flood hazard area, 30 days (in each case, the Notice Period ), after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a special flood hazard area, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance; provided that any such MIRE Event may be closed prior to the Notice Period if the Administrative Agent shall have received confirmation from each applicable Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction.
2.31 Replacement Facilities .
(a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to replace all or a portion of the Term Loans under any Facility with one or more additional tranches of term loans under this Agreement (the Replacement Term Loans ) or replace all of the Revolving Facility with a new revolving credit facility under this Agreement (the Replacement Revolving Facility ; each such replacement facility, a Replacement Facility ); provided that (a) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment no Default or Event of Default has occurred and is continuing or shall result therefrom and (b) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in writing to the incurrence of such Replacement Facility. Each tranche of Replacement Term Loans shall not exceed the principal amount of the Term Loans being replaced (plus the amount of fees, expenses and original issue discount incurred in connection with such Replacement Term Loans). The amount of each Replacement Revolving Facility shall not exceed the amount of the Revolving Facility being replaced (plus the amount of fees and expenses incurred in connection with such Replacement Revolving Facility). The Net Cash Proceeds of any Replacement Term Loans shall be applied only to prepay the Term Loans of the tranche of Term Loans which such Replacement Term Loans are replacing (plus the amount of fees, expenses and original issue discount incurred in connection with such Replacement Term Loans).
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(b) Any Replacement Term Loans (i) shall rank pari passu in right of payment and security with the Obligations in respect of the Revolving Commitments and the other Term Loans pursuant to the relevant Replacement Facility Amendment (which shall be reasonably satisfactory to the Administrative Agent), (ii) for purposes of prepayments, shall be treated substantially the same as (or, to the extent set forth in the relevant Replacement Facility Amendment, less favorably than) the Term Loans being replaced and (iii) other than amortization, maturity date and pricing (interest rate, fees, funding discounts and prepayment premiums) (as set forth in the relevant Replacement Facility Amendment) shall have the same terms (or, to the extent set forth in the relevant Replacement Facility Amendment, less favorable terms or more favorable term (if such more favorable terms benefit all Term Lenders)) as the Term Loans being replaced, or such other terms as are reasonably satisfactory to the Administrative Agent and the Borrowers; provided that (A) any Replacement Term Loans shall not have a final maturity date earlier than the date which is 180 days after the final scheduled maturity date of the Term Loans being replaced, (B) any Replacement Term Loans shall not have a weighted average life to maturity that is less than 180 days later than the weighted average life to maturity of the then remaining Term Loans under the applicable tranche and (C) principal of and interest on any Term Loans being replaced with Replacement Term Loans shall be paid in full on the Replacement Facility Closing Date for the applicable Replacement Term Loans, (D) the Term Loans of each Lender under the replaced tranche shall be prepaid ratably and (E) in the case of a refinancing of Term Loans with Replacement Term Loans, All-in Yield of the Replacement Term Loans will not be more than 0.50% higher than the corresponding All-in Yield applicable to the Relevant Existing Facility unless the All-in Yield with respect to such Relevant Existing Facility is adjusted to be equal to the All-in Yield with respect to the relevant Replacement Term Loans minus 0.50%; provided , further , that in determining the applicable All-in Yield: (w) original issue discount or upfront fees paid by the relevant Borrower in connection with the Relevant Existing Facility (based on a four-year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Margin that became effective subsequent to the Closing Date but prior to the time of the addition of the relevant Replacement Term Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Relevant Existing Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to the relevant Replacement Term Loans shall be excluded to the extent such amounts are not shared generally with other lenders and (z) if the relevant Replacement Term Loans include any interest rate floor that is greater than that applicable to the Relevant Existing Facility, and such floor is applicable to the Relevant Existing Facility on the date of determination, the excess amount shall be equated to interest margin for determining the applicable All-in Yield. The principal of and interest on any outstanding Revolving Loans and Swingline Loans under any replaced Revolving Facility, together with all fees owed by the Borrowers under such Revolving Facility, shall be paid in full and all outstanding Letters of Credit will be replaced or continued on terms reasonably satisfactory to the Lenders under such Revolving Facility, in each case on the Replacement Facility Closing Date for such Facility. Any Replacement Revolving Facility shall be on the terms and pursuant to the documentation applicable to the Revolving Commitments (other than maturity date and pricing (interest rate, fees, funding discounts and prepayment premiums)) or on such other terms reasonably acceptable to the Administrative Agent and the
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Borrowers, as set forth in the relevant Replacement Facility Amendment. In addition, the terms and conditions applicable to any Replacement Facility may provide for additional or different covenants or other provisions that are agreed between the Borrowers and the Lenders under such Replacement Facility and applicable only during periods after the then Latest Maturity Date that is in effect on the date such Replacement Facility is issued, incurred or obtained or the date on which all non-refinanced Obligations (excluding Obligations in respect of any Hedge Agreements and contingent reimbursement and indemnification obligations, in each case, which are not due and payable) are paid in full.
(c) Each notice from the Borrowers pursuant to this Section 2.31 shall set forth the requested amount and proposed terms of the relevant Replacement Term Loans and/or Replacement Revolving Facility. Any Additional Lender that elects to extend Replacement Term Loans or commitments under a Replacement Revolving Facility shall be reasonably satisfactory to the Borrowers and (unless such Additional Lender is already a Lender or an Affiliate of a Lender) the Administrative Agent, and, if not already a Lender, shall become a Lender under this Agreement pursuant to a Replacement Facility Amendment. Each Replacement Facility shall become effective pursuant to an amendment (each, a Replacement Facility Amendment ) to this Agreement and, as appropriate, the other Loan Documents, executed by each applicable Borrower, such Additional Lender or Additional Lenders and the Administrative Agent. No Replacement Facility Amendment shall require the consent of any Lenders or any other Person other than each applicable Borrower, the Administrative Agent and the Additional Lenders with respect to such Replacement Facility Amendment. No Lender shall be obligated to provide any Replacement Term Loans or commitment for any Replacement Revolving Facility, unless it so agrees. Commitments in respect of any Replacement Term Loans or Replacement Revolving Facility shall become Commitments under this Agreement. A Replacement Facility Amendment may, without the consent of any other Lenders or any other Person, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the applicable Borrower(s), to effect the provisions of this Section 2.31 (including to provide for class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 10.1). The effectiveness of any Replacement Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders party thereto, be subject to the satisfaction or waiver on the date thereof (each, a Replacement Facility Closing Date ) of each of the conditions set forth in Section 5.2 (it being understood that all references to the date of making any extension of credit in Section 5.2 shall be deemed to refer to the Replacement Facility Closing Date). The proceeds of any Replacement Term Loans will be used solely to repay the replaced Facility (or replaced portion thereof). To the extent reasonably requested by the Administrative Agent, the effectiveness of a Replacement Facility Amendment may be conditioned on the Administrative Agents receipt of customary legal opinions with respect thereto, board resolutions and officers certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 5.1, with respect to the Loan Parties. No Replacement Revolving Facility may be implemented unless such Replacement Revolving Facility has provisions reasonably satisfactory to the Administrative Agent with respect to Letters of Credit and Swing Line Loans then outstanding under the Revolving Facility being replaced. Only one Revolving Facility shall be in effect at any time (provided that multiple tranches of Revolving Commitments may be outstanding thereunder on the terms applicable thereto pursuant to this Agreement and any applicable amendment implementing an Incremental Facility or an Extension or a Replacement Facility Amendment), and any Replacement Revolving Facility shall form a part of the Revolving Facility under the Loan Documents. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to any of the transactions effected pursuant to this Section 2.31.
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SECTION 3. LETTERS OF CREDIT
3.1 L/C Commitments .
(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section 3, agrees to issue letters of credit (provided that Barclays Bank PLC shall only be required to issue standby letters of credit) ( Letters of Credit ) for the account of any Borrower (or for the joint and several account of any Borrower and any Subsidiary) on any Business Day in such form as may be approved from time to time by such Issuing Lender; provided that such Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, the then outstanding L/C Obligations of such Issuing Lender would exceed such Issuing Lenders L/C Commitment then in effect (it being understood that, notwithstanding Bank of America, N.A.s L/C Commitment then in effect, Bank of America, N.A. and the Company agree that Bank of America, N.A. shall remain the Issuing Lender in respect of the Existing Letters of Credit); provided further that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the aggregate amount of the Available Revolving Commitments would be less than zero or (ii) the aggregate undrawn amount of outstanding Letters of Credit and unpaid Reimbursement Obligations under the Revolving Facility would exceed $200,000,000. Each Letter of Credit shall (i) be denominated in Dollars (other than any Existing Letter of Credit denominated in a Foreign Currency) and (ii) expire (or be subject to termination by notice from the relevant Issuing Lender to the beneficiary thereof) no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the automatic extension thereof for additional one-year periods (each, an Auto-Extension Letter of Credit ) (which shall in no event extend beyond the applicable date referred to in clause (y) above except to the extent cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the relevant Issuing Lender and the applicable Borrower); provided that any such Auto-Extension Letter of Credit must, if requested by the Issuing Lender, permit the Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the Non-Extension Notice Date ) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. If a Borrower requests a commercial letter of credit, such commercial letter of credit shall be subject to such additional terms as the Issuing Lender may reasonably require.
(b) No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
(c) On the Closing Date, the Existing Letters of Credit will automatically, without any action on the part of any Person, be deemed to be Letters of Credit issued hereunder on the Closing Date for the account of the Company for all purposes of this Agreement and the other Loan Documents.
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3.2 Procedure for Issuance of Letter of Credit . Any Borrower may from time to time request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the relevant Issuing Lender and the applicable Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit to the applicable Borrower promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).
3.3 Fees and Other Charges .
(a) Each applicable Borrower will pay a fee on all outstanding Letters of Credit (with respect to any Existing Letters of Credit denominated in a Foreign Currency, based on the Dollar Equivalent thereof) issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders. Such fees shall be payable quarterly in arrears on each L/C Fee Payment Date after the issuance date. In addition, each applicable Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee in an amount per annum separately agreed with such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary), payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.
(b) In addition to the foregoing fees, each applicable Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary).
3.4 L/C Participations .
(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce such Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participants own
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account and risk an undivided interest equal to such L/C Participants Revolving Percentage in such Issuing Lenders obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit issued for such Issuing Lender is not reimbursed in full by the applicable Borrower in accordance with the terms of this Agreement such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lenders address for notices specified herein an amount in Dollars equal to such L/C Participants Revolving Percentage (determined, in the case of any Existing Letter of Credit denominated in a Foreign Currency, on the date such draft is drawn) of the amount of such draft, or any part thereof, that is not so reimbursed (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied) (based on, in the case of any Existing Letter of Credit denominated in a Foreign Currency, the Dollar Equivalent of the amount of such draft, or any part thereof, that is not so reimbursed). Each L/C Participants obligation to purchase participating interests pursuant to this Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant or any Borrower may have against any Issuing Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of any Borrower; (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(b) If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the relevant Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate of the relevant Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.
(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the applicable Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided , however , that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.
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3.5 Reimbursement Obligation of the Borrower . Each applicable Borrower agrees to reimburse the relevant Issuing Lender in Dollars (in the case of any Existing Letter of Credit denominated in a Foreign Currency, in an amount equal to the Dollar Equivalent of such draft) no later than the first Business Day following each date on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment; provided , that such reimbursement obligation of such Borrower shall be deemed to be satisfied when the Revolving Lenders have funded Revolving Loans in the amount of such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Administrative Agent of the amount to be so reimbursed, (B) such Borrower shall automatically be deemed to have requested a borrowing of Revolving Loans to be made as ABR Loans in the amount of such reimbursement obligation, and (C) the Administrative Agent shall have notified each Revolving Lender of the same and the amount to be funded by such Revolving Lender, which amount with respect to such Revolving Lender shall equal its Revolving Percentage of such reimbursement obligation (which shall be funded by such Revolving Lender whether or not the conditions to borrowing set forth in Section 5.2 are satisfied). Each such payment shall be made to the relevant Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the applicable Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).
3.6 Obligations Absolute . Each applicable Borrowers obligations under this Section 3 shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of any setoff, counterclaim or defense to payment that any Borrower may have or may have had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person, (v) any waiver by the Issuing Lender of any requirement that exists for the Issuing Lenders protection and not the protection of any Borrower or any waiver by the Issuing Lender which does not in fact materially prejudice the applicable Borrower, (vi) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft, or (vii) any payment made by the Issuing Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received
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under, such Letter of Credit if presentation after such date is authorized by the Uniform Commercial Code, the ISP or the UCP, as applicable. Each applicable Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such Borrowers instructions or other irregularity, such Borrower will promptly notify the Issuing Lender. Each Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.
Each Borrower also agrees with each Issuing Lender that such Issuing Lender shall not be responsible for, and such Borrowers Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender. Each Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, unless taken or omitted with gross negligence or willful misconduct as found by a final and nonappealable decision of a court of competent jurisdiction, shall be binding on such Borrower and shall not result in any liability of such Issuing Lender to such Borrower. The foregoing shall not be construed to excuse any Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential, special, indirect or punitive damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Lenders failure to exercise the agreed standard of care as found by a final and nonappealable decision of a court of competent jurisdiction in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that each Issuing Lender shall have exercised the agreed standard of care in the absence of gross negligence or willful misconduct on the part of such Issuing Lender as found by a final and nonappealable decision of a court of competent jurisdiction.
3.7 Letter of Credit Payments . If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall, within a period stipulated by the terms and conditions of such Letter of Credit following its receipt of such draft, examine such draft. The Issuing Lender shall, promptly after such examination, notify the applicable Borrower of the date and amount of such draft. The responsibility of the relevant Issuing Lender to any Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in substantial compliance with the terms of such Letter of Credit. The relevant Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
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3.8 Applications . To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.
SECTION 4. REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, the Company and, as to itself, each other Borrower, hereby represent and warrant to the Administrative Agent and each Lender that:
4.1 Financial Condition . The (a) audited consolidated balance sheets of the Company as at December 31, 2016 and December 31, 2017, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates and (b) unaudited consolidated balance sheet of the Company as at June 30, 2018, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, in each case, present fairly in all material respects the consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the applicable annual or quarterly period then ended (subject, in the case of such quarterly statements, to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).
4.2 No Change . Since December 31, 2017 there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.
4.3 Existence; Compliance with Law . Each of the Company and its Subsidiaries (a) is (except in the case of any Immaterial Subsidiary) duly organized, validly existing and in good standing (to the extent such concept is relevant in the applicable jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate or other organizational power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of clauses (c) and (d), to the extent that the failure to be qualified or comply would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
4.4 Power; Authorization; Enforceable Obligations . Each Loan Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of each Borrower, to borrow hereunder. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of each Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the Transaction
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and the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedules 4.4, 4.19(a) and 4.19(b), which consents, authorizations, filings and notices have been obtained or made and are in full force and effect or will have been obtained or made and be in full force and effect on the Closing Date or (ii) where the failure to obtain such consent or authorization, or failure to file or provide notice would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
4.5 No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate (a) the Certificate of Incorporation and By-Laws or other organizational or governing documents of the Company or any of its Subsidiaries and (b) any other Requirement of Law or any material Contractual Obligation of the Company or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and other than Liens securing the Target Notes). No Requirement of Law or Contractual Obligation applicable to the Company or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect.
4.6 Litigation . Except as disclosed in the Exchange Act Report, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the Knowledge of any Borrower, threatened by or against the Company or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that would reasonably be expected to have a Material Adverse Effect.
4.7 No Default . (a) Neither the Company nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that would reasonably be expected to have a Material Adverse Effect. (b) No Default has occurred and is continuing.
4.8 Ownership of Property; Liens . Each of the Company and its Subsidiaries (other than Foreign Subsidiaries, as to which no representation is made) has title in fee simple to, or a valid leasehold interest in, all its material real property, including the Mortgaged Properties, and good title to, or a valid leasehold interest in, all its other property and rights, except where such failure would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of such property is subject to any Lien except as permitted by Section 7.3.
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4.9 Intellectual Property . The Company and each of its Subsidiaries owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity of any Intellectual Property, nor does any Borrower know of any valid basis for any such claim except where such claim would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No use of Intellectual Property by the Company and its Subsidiaries infringes on the rights of any Person, except where such use would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
4.10 Taxes . Each of the Company and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or such Subsidiary, as the case may be). Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Tax Lien has been filed, and, to the Knowledge of any Borrower, no claim is being asserted, with respect to any such Tax, fee or other charge.
4.11 Federal Regulations . No part of the proceeds of any Loans will be used for buying or carrying any margin stock within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board; provided that the proceeds of the Loans may be used to acquire Company Stock in compliance with Regulation U. If requested by any Lender or the Administrative Agent, each applicable Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.
4.12 Labor Matters . Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened; (b) hours worked by and payment made to employees of the Company and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from the Company or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the Company or the relevant Subsidiary.
4.13 ERISA . During the five-year period prior to the date on which this representation is made, (a) neither a Reportable Event which could give rise to a material liability nor an accumulated funding deficiency or failure to meet the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Single Employer Plan, and (b) each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan under Section 4041(c) of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed
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made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits by an amount which would reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a material liability under ERISA, and neither the Company nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.
4.14 Investment Company Act; Other Regulations . No Loan Party is an investment company within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.
4.15 Subsidiaries . (a) Schedule 4.15 sets forth the name and jurisdiction of formation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party, in each case, on the Closing Date, and (b) except as disclosed to the Administrative Agent by the Company in writing from time to time after the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors qualifying shares) of any nature relating to any Capital Stock of the Company or any Subsidiary, except as created by the Purchase Agreement, the Loan Documents and the Liens securing the Target Notes.
4.16 Use of Proceeds .
(a) The proceeds of the Term Loans made on the Closing Date will be used to pay fees and expenses relating to the Transactions and for general corporate purposes, including to fund a portion of the acquisition consideration under the Purchase Agreement on the Closing Date and to repay existing Indebtedness in connection with the Closing Date Refinancing.
(b) The proceeds of the Revolving Loans shall be used to (i) fund a portion of the acquisition consideration under the Purchase Agreement and to repay term loans of the Borrowers under the Existing Company Credit Agreement and Indebtedness of the Target and its Subsidiaries under the Existing Target Credit Agreement, in an aggregate amount with respect to this clause (i) not to exceed $100,000,000, (ii) repay other Indebtedness of the Company and its Subsidiaries and Indebtedness of the Target and its Subsidiaries (other than the Target Notes), in each case existing on the Closing Date, (iii) fund certain original issue discount or upfront fees required to be funded on the Closing Date and (iv) finance the working capital needs and general corporate purposes of the Company and its Subsidiaries.
(c) The proceeds of the Swingline Loans and the Letters of Credit shall be used for general corporate purposes.
4.17 Environmental Matters . Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:
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(a) the facilities and properties owned, leased or operated by the Company or any of its Subsidiaries (the Properties ) do not contain, and have not previously contained, any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted a violation of, or could give rise to liability under, any Environmental Law;
(b) neither the Company nor any of its Subsidiaries has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by the Company or any of its Subsidiaries (the Business ), nor does any Borrower have Knowledge or reason to believe that any such notice will be received or is being threatened;
(c) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;
(d) no judicial proceeding or governmental or administrative action is pending or, to the Knowledge of any Borrower, threatened, under any Environmental Law to which the Company or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;
(e) there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Company or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;
(f) the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and
(g) neither the Company nor any of its Subsidiaries has assumed any liability of any other Person under Environmental Laws.
4.18 Accuracy of Information, etc.
(a) No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements
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contained herein or therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made; provided that with respect to projections and pro forma financial information contained in the materials referenced above, the Company represents only that such information was prepared based upon good faith estimates and assumptions believed by management of the Company to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to any Loan Party that would reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Exchange Act Report or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.
(b) As of the Closing Date, to the best Knowledge of the Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all material respects.
4.19 Security Documents .
(a) Other than during a Suspension Period, the Collateral Agreement is effective to create in favor of the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Collateral Agreement, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 4.19(a), the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock with respect to which the Administrative Agent has control subject to the Intercreditor Agreement (or any other Applicable Intercreditor Agreement) and Collateral Trust Agreement, Liens permitted by Section 7.3).
(b) Each of the Mortgages is effective to create in favor of the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are or have been filed or recorded in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person subject only to permitted Liens described in Section 7.3 hereof. As of the Closing Date, Schedule 1.1B lists each of the real properties in the United States owned in fee simple by the Company or any of its Subsidiaries having a value, in the reasonable opinion of the Company, in excess of $15,000,000.
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(c) This Agreement and the Obligations constitute an Other First Lien Agreement and Other First Lien Obligations, respectively, under and as defined in the Intercreditor Agreement.
(d) As of the Closing Date, the Discharge of PP&E Credit Agreement Secured Obligations under and as defined in the Intercreditor Agreement has occurred.
4.20 Solvency . Each Loan Party is, and after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be, Solvent.
4.21 Anti-Corruption Laws and Sanctions . The Company has implemented and maintains in effect policies and procedures designed to reasonably ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and, to the Knowledge of the Company, its directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or, to the Knowledge of the Company, any of the Companys directors, officers or employees, or (b) to the Knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person. No Loan or Letter of Credit, direct or, to any Borrowers Knowledge, indirect use of proceeds, or other transaction by any Borrower contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.
4.22 EEA Financial Institutions . No Loan Party is an EEA Financial Institution.
SECTION 5. CONDITIONS PRECEDENT
5.1 Conditions to the Closing Date . The agreement of each Lender to enter into this Agreement and make extensions of credit hereunder is subject to the prior or concurrent satisfaction of the following conditions precedent (except as set forth in Section 6.9(f) and Section 6.12):
(a) Loan Documents . The Administrative Agent shall have received (i) this Agreement, executed and delivered by each Borrower and the Lenders, (ii) the Guarantee Agreement, executed and delivered by each Loan Party and the Administrative Agent, (iii) the Collateral Agreement, executed and delivered by each Loan Party, the Administrative Agent and the Collateral Trustee, (iv) the Collateral Trustee Resignation and Appointment Agreement, executed and delivered by each party thereto and (v) the Intercreditor Joinder.
(b) Fees . The Administrative Agent shall have received (including by deducting such amounts from the proceeds of the initial fundings under the Facilities) all fees required to be paid on the Closing Date and reasonable out-of-pocket expenses required to be reimbursed on the Closing Date, to the extent invoiced at least three business days prior to the Closing Date.
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(c) Closing Certificate . The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.
(d) Legal Opinion . The Administrative Agent shall have received the executed legal opinions of (i) Mayer Brown LLP, special New York counsel to the Borrowers and the other Loan Parties and (ii) Bodman PLC, Michigan counsel to the Borrowers and the other Loan Parties, (iii) Bass, Berry & Sims PLC, Tennessee counsel to the Borrowers and the other Loan Parties and (iv) Carmody MacDonald P.C., Missouri counsel to the Borrowers and the other Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Such legal opinions shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.
(e) Pledged Stock; Stock Powers; Filings; Registration and Recordings . With respect to the Facilities, all documents and instruments necessary to create and perfect a first priority security interest (subject to liens permitted under the Loan Documents) in the Collateral under the Facilities shall have been delivered by the Loan Parties; provided , however to the extent any lien search or security interest in any Collateral is not or cannot be provided and/or perfected on the Closing Date (other than (i) any Collateral a security interest in which may be perfected solely by the filing of a financing statement under the Uniform Commercial Code or (ii) Collateral comprised of capital stock issued by a Domestic Subsidiary and with respect to which a lien may be perfected by the delivery of a stock certificate; provided that stock certificates for the entities comprising the Target and its subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Seller after use of commercially reasonable efforts) after use of commercially reasonable efforts to do so without undue delay, burden or expense, then the provision of such lien search or the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the initial borrowings under the Facilities, but instead shall be required to be delivered after the Closing Date pursuant to Section 6.12.
(f) Historical Financial Statements . The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders equity and cash flows of (i) the Company and its Subsidiaries for the fiscal years ending December 31, 2015, December 31, 2016 and December 31, 2017 and (ii) the Target and its Subsidiaries for the fiscal years ending December 31, 2015, December 31, 2016 and December 31, 2017, and (b) unaudited consolidated balance sheets and related statements of income, stockholders equity and cash flows of (i) the Company and its Subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date and (ii) the Target and its Subsidiaries, for each subsequent fiscal quarter ended at least 45 days before the Closing Date; provided that filing of the required financial statements on form 10-K and form 10-Q by the Company will satisfy the foregoing requirements as to the Company and its Subsidiaries.
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(g) Pro Forma Financial Statements . The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting, and shall be prepared, with respect to the Target, based on the most recently received unaudited financial information for the period ended 45 days prior to such date.
(h) KYC . The Administrative Agent shall have received, at least three business days prior to the Closing Date, all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten business days prior to the Closing Date by the Administrative Agent or the Arrangers that they reasonably determine is required by regulatory authorities under applicable know your customer and anti-money laundering rules and regulations, including the U.S.A. PATRIOT Act.
(i) Solvency Certificate . The Administrative Agent shall have received a solvency certificate dated as of the Closing Date in substantially the form of Exhibit G from the chief financial officer of the Company.
(j) Transactions .
(i) The Acquisition shall be consummated in all material respects in accordance with the terms of the Purchase Agreement, substantially concurrently with the initial funding of the Facilities, without giving effect to any amendments, consents, waivers or other modifications thereto that are materially adverse to the Lenders or the Arrangers without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed, denied or conditioned (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not materially adverse to the interests of the Lenders or the Arrangers so long as such reduction (i) is less than 10% of the total amount thereof or (ii) is applied to reduce the amount to be funded under the Tranche A Term Facility and the Tranche B Term Facility on a pro rata basis, (b) any increase in purchase price shall be deemed to not be materially adverse to the Lenders or the Arrangers so long as such increase is funded solely by internally generated cash on hand (for the avoidance of doubt, not as a direct or indirect result of drawings under the Revolving Facility) (it being understood and agreed that neither (x) any purchase price, working capital adjustment or similar adjustment provisions or (y) the provisions in Section 1.03 of the Purchase Agreement providing for a reduction in the stock portion of the consideration for the Acquisition and an increase in cash portion of such consideration in connection with proceeds received from an equity offering conducted for such purpose, in each case, as set forth in the Purchase Agreement shall constitute a reduction or increase in the purchase price) and (c) any amendment, consent, waiver or other modification to (or, in the case of a waiver or consent, relating to) the definition of Material Adverse Effect in the Purchase Agreement shall be materially adverse to the Lenders and the Arrangers.
(ii) Since December 31, 2017, there shall not have occurred any Company Material Adverse Effect (as defined in the Purchase Agreement).
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(iii) The Specified Purchase Agreement Representations and the Specified Representations shall be true and correct in all material respects (unless such Specified Purchase Agreement Representation, or Specified Representation, relate to an earlier date, in which case such Specified Purchase Agreement Representation or Specified Representation shall have been true and correct as of such earlier date).
(iv) The Administrative Agent shall have received a certificate of a Responsible Officer of the Company certifying satisfaction of the conditions set forth in the foregoing clauses (i), (ii) and (iii) of this Section 5.1(j).
(k) Closing Date Refinancing . The Closing Date Refinancing shall have occurred or shall occur substantially concurrently with the initial funding of the Facilities.
Notwithstanding anything to the contrary in this Section 5.1, the obligations and agreements of the Target and any of its Subsidiaries pursuant to the Guarantee Agreement and the Collateral Agreement shall not become effective until consummation of the Merger (and shall become effective automatically upon consummation of the Merger).
5.2 Conditions to Each Extension of Credit . The agreement of each Lender to make any extension of credit requested to be made by it on any date (other than the Term Loans made on the Closing Date and Revolving Loans made on the Closing Date the proceeds of which are used to fund a portion of the acquisition consideration under the Purchase Agreement) is subject to the satisfaction of the following conditions precedent:
(a) Representations and Warranties . Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on and as of such date as if made on and as of such date (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).
(b) No Default . No Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.
Each borrowing by and issuance of a Letter of Credit on behalf of any Borrower hereunder shall constitute a representation and warranty by such Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied.
5.3 Additional Conditions Applicable to the Foreign Subsidiary Borrowers . The agreement of each Lender to make any Loan requested to be made by it to any Foreign Subsidiary Borrower on any date is subject to satisfaction or waiver of, in addition to the conditions precedent set forth in Sections 5.1 and 5.2, the truthfulness and correctness in all material respects on and as of such date of the following additional representations and warranties:
(a) No Immunities, etc. Such Foreign Subsidiary Borrower is subject to civil and commercial law with respect to its obligations under this Agreement and any other Loan Document to which it is a party, and the execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement and any other Loan Document to which it is a party
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constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Subsidiary Borrower nor any of its property, whether or not held for its own account, has any immunity (sovereign or other similar immunity) from any suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or other similar immunity) under laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement or any other Loan Document to which it is a party. Such Foreign Subsidiary Borrower has waived every immunity (sovereign or otherwise) to which it or any of its properties would otherwise be entitled from any legal action, suit or proceeding, from jurisdiction of any court and from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) under the laws of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing in respect of its obligations under this Agreement and any other Loan Document to which it is a party. The waiver by such Foreign Subsidiary Borrower described in the immediately preceding sentence is the legal, valid and binding obligation of such Foreign Subsidiary Borrower.
(b) No Recordation Necessary. This Agreement and each other Loan Document to which it is a party, if any, is in proper legal form under the law of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing for the enforcement hereof or thereof against such Foreign Subsidiary Borrower under the law of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement and any such other Loan Document. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of this Agreement or any such other Loan Document that this Agreement, such other Loan Document or any other document be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, such other Loan Document or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until this Agreement, such other Loan Document or any other document is sought to be enforced and for any charge or tax as has been timely paid.
(c) Exchange Controls. The execution, delivery and performance by such Foreign Subsidiary Borrower of this Agreement or any other Loan Document to which it is a party is, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Subsidiary Borrower is organized and existing, not subject to any notification or authorization except such as have been made or obtained.
Each borrowing by any Subsidiary Borrower hereunder shall constitute a representation and warranty by each of the Company and such Subsidiary Borrower as of the date of such borrowing or such issuance that the conditions contained in this Section 5.3 have been satisfied.
SECTION 6. AFFIRMATIVE COVENANTS
The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall and shall cause each of its Subsidiaries to:
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6.1 Financial Statements . Furnish to the Administrative Agent and each Lender:
(a) as soon as available, but in any event within (i) with respect to any fiscal year of the Company during which the Acquisition or the Spin-Off is consummated, 120 days after the end of such fiscal year of the Company and (ii) with respect to each other fiscal year of the Company, 90 days after the end of such fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows (or such other similar or additional statement then required by the SEC for annual reports filed pursuant to the Exchange Act) for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a going concern or like qualification or exception, or qualification arising out of the scope of the audit (other than any such exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date under Indebtedness under this Agreement that is scheduled to occur within one year from the time such audit report is delivered, or (ii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary), by PricewaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; and
(b) as soon as available, but in any event not later than (i) with respect to any of the first three quarterly periods of each fiscal year of the Company during which the Acquisition or the Spin-Off is consummated, 60 days after the end of such of quarterly period of the Company and (ii) with respect to each other of the first three quarterly period of each fiscal year of the Company, 45 days after the end of each such quarterly periods of the Company, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows (or such other or similar or additional statement then required by the SEC for quarterly reports filed pursuant to the Exchange Act) for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments).
All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance in all material respects with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
Financial statements required to be delivered pursuant to this Section 6.1 shall be deemed to have been delivered on the date on which the Company provides notice to the Administrative Agent (which notice the Administrative Agent shall promptly provide to the Lenders) that such financial statements are included in its annual report on Form 10-K or Form 10-Q, as the case may be, as filed with the SEC, and such report has been posted on the SEC website on the Internet at sec.gov/edaux/searches.htm (or any successor website), on the Companys IntraLinks site at intralinks.com or at another relevant website identified in such notice and accessible by the Lenders without charge.
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6.2 Certificates; Other Information . Furnish to the Administrative Agent and each Lender:
(a) simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.1(a) and Section 6.1(b) above, the related consolidating financial information (which may be unaudited) reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements;
(b) within 10 Business Days after the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by the Company and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Company, as the case may be (in the case of each Compliance Certificate delivered in connection with annual financial statements, including a reasonably detailed calculation of Excess Cash Flow);
(c) no later than three Business Days prior to the effectiveness thereof, copies of substantially final drafts of any amendment, supplement, waiver or other modification with respect to any Unsecured Note Agreement; provided this clause (c) shall not apply with respect to any such amendment, supplement, waiver or modification if the terms of such amendment, supplement, waiver or modification are posted on the SEC website or on the Companys IntraLinks site at least three Business Days prior to the effectiveness thereof;
(d) promptly upon the mailing thereof, copies of all financial statements and reports (except to the extent previously delivered pursuant to Section 6.1) that the Company sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Company may make to, or file with, the SEC;
(e) promptly following any reasonable request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable know your customer and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation;
(f) as soon as available, but in any event on the date such report is filed with the SEC, the Form 10 relating to the Spin-Off; and
(g) promptly, such additional financial and other information as any Lender (through the Administrative Agent) may from time to time reasonably request.
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6.3 Payment of Taxes . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all Tax obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Company or its Subsidiaries, as the case may be, or except where such failure would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
6.4 Maintenance of Existence; Compliance . (a) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of the Business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of each of clause (i) (other than with respect to the existence of the Borrowers) and (ii) above, to the extent that failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) maintain in effect and enforce policies and procedures designed to reasonably ensure compliance in all material respects by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. Notwithstanding anything herein to the contrary, nothing in this Section 6.4 shall be construed to restrict the Spin-Off to the extent the Spin-Off is otherwise permitted pursuant to the terms of this Agreement.
6.5 Maintenance of Property; Insurance . (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, except where such failure would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.
6.6 Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and accounts in which full, true and correct entries in conformity in all material respects with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender, upon reasonable prior written notice, to make reasonable visits to and inspections of any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Company and its Subsidiaries with officers of the Company and its Subsidiaries; provided that with respect to clause (b), prior to the occurrence and continuation of an Event of Default, such visit and inspection shall be made by representatives of the Administrative Agent on behalf of any Lender and no more than one such visit shall be made per year.
6.7 Notices . Promptly give notice to the Administrative Agent and each Lender of:
(a) the occurrence of any Default upon obtaining Knowledge thereof;
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(b) any (i) default or event of default under any Contractual Obligation of the Company or any of its Subsidiaries that, if not cured, would reasonably be expected to have a Material Adverse Effect or (ii) litigation, investigation or proceeding that may exist at any time between the Company or any of its Subsidiaries and any Governmental Authority that, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any litigation or proceeding affecting the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect;
(d) the following events, as soon as possible and in any event within 30 days after the Company has Knowledge or has reason to have Knowledge thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan that could reasonably be expected to result in a material liability to the Company, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Company or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination or Insolvency of, any Plan;
(e) any development or event that has had or would reasonably be expected to have a Material Adverse Effect; and
(f) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.
Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Company or the relevant Subsidiary proposes to take with respect thereto.
6.8 Environmental Laws .
(a) Comply with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except, in each case with respect to this Section 6.8(a), to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent the failure to do so would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect.
6.9 Additional Collateral, etc . Other than during any Suspension Period,
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(a) With respect to any property or rights acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any property described in paragraph (b), (c) or (d) below and (y) any property subject to a Lien expressly permitted by Section 7.3(g)) as to which the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Collateral Agreement or such other documents as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee.
(b) With respect to (i) any fee interest in any real property having a value (together with improvements thereof) of at least $15,000,000 acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g) and any Excluded Real Property), (ii) any real property listed in part (b) of Schedule 1.1B that becomes a Mortgaged Property pursuant to the definition thereof and (iii) any real property in which a Lien is granted to secure the Target Notes, promptly (and, with respect to the foregoing clause (iii), substantially concurrently with the granting of such Lien to secure the Target Notes) deliver the documents required for Mortgaged Properties pursuant to Section 6.11. Notwithstanding the foregoing, the Collateral Trustee shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that is (a) if such real property is not located in a special flood hazard area, ten (10) Business Days or (b) if such real property is located in a special flood hazard area, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a special flood hazard area, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance.
(c) With respect to any new Subsidiary (other than any Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Collateral Agreement as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (ii) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly
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authorized officer of the Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent or the Collateral Trustee, desirable to perfect the Collateral Trustees security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Guarantee Agreement and the Collateral Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments and (iv) if reasonably requested by the Administrative Agent or the Collateral Trustee, deliver to the Administrative Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Trustee.
(d) With respect to any new first-tier Foreign Subsidiary (other than any Excluded Foreign Subsidiary (as defined in the Collateral Agreement)) of a Loan Party created or acquired after the Closing Date by the Company or any other Loan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Collateral Agreement as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary ( provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary that is a CFC, a CFC Holding Company or a Domestic Subsidiary that is a Subsidiary of a CFC be required to be so pledged (except, for the avoidance of doubt, with respect to a pledge pursuant to Section 6.9(g)); provided , further , that no Loan Party shall be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiarys organization), (ii) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Trustee, desirable to perfect the Collateral Trustees security interest therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Trustee, deliver to the Administrative Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Trustee.
(e) Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document:
(i) with respect to any property or rights of the Company or any of its Subsidiaries that constitutes collateral securing the Target Notes and as to which the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Collateral Agreement or such other documents as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected security interest in such property that is pari passu with the security interest in such property securing the Target Notes, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee; and
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(ii) with respect to any Subsidiary that is a guarantor in respect of the Target Notes but is not a Loan Party, promptly cause such Subsidiary (A) to become a party to the Guarantee Agreement and the Collateral Agreement, (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments and (C) if reasonably requested by the Administrative Agent or the Collateral Trustee, deliver to the Administrative Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Trustee.
(f) In addition, within 45 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), the Company shall deliver to the Administrative Agent and the Collateral Trustee insurance certificates and endorsements naming the Collateral Trustee as additional insured or mortgagee and loss payee under the insurance policies of the Company and its Subsidiaries in accordance with the Collateral Agreement.
(g) Notwithstanding anything to the contrary set forth in this Agreement:
(i) each Subsidiary Borrower (including any Foreign Subsidiary Borrower) and any other applicable Loan Party shall, on the date such Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such Subsidiary Borrower, (B) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such other Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Trustee, desirable to perfect the Collateral Trustees security interest therein, (C) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent or the Collateral Trustee deems necessary or advisable for such Subsidiary Borrower to become a party to each applicable Security Document and guarantee document, (D) execute and deliver such other documents as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a security interest in such property of such Subsidiary Borrower that is of the type included in the Collateral and (E) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee; provided that any such security interest granted by a Foreign Subsidiary Borrower shall only secure the Obligations of such Foreign Subsidiary Borrower.
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(ii) solely with respect to the Obligations of a Foreign Subsidiary Borrower, (i) each Subsidiary of such Foreign Subsidiary Borrower (other than (x) any Immaterial Subsidiary, (y) any Excluded Foreign Subsidiary (as such term is defined in the Collateral Agreement) and (z) any such Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that (A) a guarantee of the Obligations of such Foreign Subsidiary Borrower or a grant of Liens as security for the Obligations of such Foreign Subsidiary Borrower would result in material adverse tax consequences or (B) the time and expense of implementing such guarantee or security arrangement is excessive in relation to the benefits to the Lenders of obtaining the same) and the direct parent of such Foreign Subsidiary Borrower (each such direct parent and Subsidiary of a Foreign Subsidiary Borrower, a Foreign Guarantor ) and each other applicable Loan Party shall, on the date such Foreign Subsidiary becomes a Foreign Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such Foreign Guarantor that is owned by a Loan Party, (B) deliver to the Collateral Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the applicable Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Trustee, desirable to perfect the Collateral Trustees security interest therein, (C) cause such Foreign Guarantor (I) to become a party to each applicable Security Document and guarantee document (which documents shall include a provision regarding appointment of an agent for service of process with respect to such Foreign Guarantor in substantially the same form as Section 10.12(b)) and (II) to deliver to the Administrative Agent a certificate of such Foreign Guarantor, substantially in the form of Exhibit C, with appropriate insertions and attachments, (D) if requested by the Administrative Agent or the Collateral Trustee, deliver to the Administrative Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Trustee, (E) execute and deliver such other documents as the Administrative Agent or the Collateral Trustee deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a security interest in such property of such Foreign Guarantor that is of the type included in the Collateral and (F) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee; provided that any such guarantee and security interest granted by a Foreign Guarantor shall only secure the Obligations of the Foreign Subsidiary Borrower of which it is a direct parent or a Subsidiary.
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(h) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary created or acquired after the Closing Date do not include Excluded Assets (as defined in the Collateral Agreement).
(i) The Administrative Agent shall at all times be the sole Major Non-Controlling Authorized Representative under and as defined in the Intercreditor Agreement.
(j) The Administrative Agent shall have the right to extend any of the time periods set forth in this Section 6.09 in its sole discretion.
6.10 Designation of Subsidiaries . The Company may at any time designate (such designation, a Subsidiary Designation ) any Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary by delivering to the Administrative Agent a certificate of a Responsible Officer of the Company specifying such designation and certifying that the conditions to such designation set forth in this Section 6.10 are satisfied; provided that:
(a) both immediately before and immediately after any such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom;
(b) the Company shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.1, recomputed as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to Section 6.1 (or, prior to the delivery of any such financial statements, the last day of the fiscal quarter ending June 30, 2018);
(c) in the case of a designation of a Subsidiary as an Unrestricted Subsidiary, each subsidiary of such Subsidiary has been, or concurrently therewith will be, designated as an Unrestricted Subsidiary in accordance with this Section 6.10; and
(d) in the case of a designation of an Unrestricted Subsidiary as a Subsidiary, each subsidiary of such Unrestricted Subsidiary has been, or concurrently therewith will be, designated as a Subsidiary in accordance with this Section 6.10.
The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Company in such Subsidiary on the date of designation in an amount equal to the fair market value of the Companys or its Subsidiarys (as applicable) Investment therein (as determined reasonably and in good faith by a Responsible Officer of the Company). The designation of any Unrestricted Subsidiary as a Subsidiary shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time.
6.11 Post-Closing Real Estate Deliverables . No later than 120 days after the Closing Date (or such later date selected by the Administrative Agent in its sole discretion) the Borrower shall cause to be delivered to the Administrative Agent and the Collateral Trustee:
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(a) Mortgages . A Mortgage encumbering each Mortgaged Property listed on Schedule 1.1B in favor of the Collateral Trustee, for the benefit of the Administrative Agent and the Lenders, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Administrative Agent;
(b) Title Insurance Policies . With respect to each Mortgage, (a) a policy of title insurance (or marked up unconditional title insurance commitment having the effect of a policy of title insurance) issued by a nationally recognized and financially stable title insurance company reasonably acceptable to the Administrative Agent (the Title Company ) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property in an amount not less than the value of such Mortgaged Property determined in the reasonable opinion of the Company, which policy (or such marked up unconditional title insurance commitment) (each, a Title Policy ) shall (x) to the extent necessary, include such co-insurance and reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent, (y) have been supplemented by such endorsements as shall be reasonably requested by the Administrative Agent, and (z) contain no exceptions to title other than Liens permitted pursuant to Section 7.3; (b) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies; and (c) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called gap indemnification) as shall be required to induce the Title Company to issue the Title Policies and endorsements;
(c) Surveys . A survey of the applicable Mortgaged Property for which all necessary fees (where applicable) have been paid (a) prepared by a surveyor reasonably acceptable to the Administrative Agent, (b) dated or re-certificated not earlier than three months prior to the date of such delivery or such other date as may be reasonably satisfactory to the Administrative Agent in its sole discretion, (c) for Mortgaged Property situated in the United States, certified to the Administrative Agent, and the Title Company, which certification shall be reasonably acceptable to the Administrative Agent and (d) complying with current Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established and adopted by American Land Title Association, and the National Society of Professional Surveyors (except for such deviations as are acceptable to the Administrative Agent) provided , however, that a survey shall not be required to the extent that (x) an existing survey together with an affidavit of no change is delivered to the Administrative Agent and the Title Company and (y) the Title Policy for such Mortgaged Property does not contain the standard survey exception and includes customary survey related endorsements and other coverages in the applicable Title Policy (including, but not limited to public road access, survey, contiguity and so-called comprehensive coverage);
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(d) Opinions . Favorable written opinions, addressed to the Administrative Agent, the Collateral Trustee and the Lenders, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authority, execution, delivery, perfection and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable Loan Party, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent;
(e) Flood Insurance . (a) Life-of-Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; and (b) in the event any such property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower, (y) evidence of flood insurance with a financially sounds and reputable insurer, naming the Administrative Agent, as mortgagee, in an amount and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and (z) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent ( provided that, notwithstanding the foregoing, the Collateral Trustee shall not enter into any Mortgage in respect of any Mortgaged Property listed on Schedule 1.1B until the date that is (a) if such real property is not located in a special flood hazard area, ten (10) Business Days or (b) if such real property is located in a special flood hazard area, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a special flood hazard area, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance); and
(f) Other Documents . Such other documents related to the deliverables set forth in this Section 6.11 which the Administrative Agent may reasonably request in connection with the items listed in clauses (a) through (e) immediately above, in each case in form and substance reasonably satisfactory to the Administrative Agent.
6.12 Post-Closing Obligations . The Borrower and each applicable Loan Party shall comply with each requirement set forth on Schedule 6.12 on or before the date specified for such requirement (or such later date as the Administrative Agent may agree in its reasonable discretion).
SECTION 7. NEGATIVE COVENANTS
The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative Agent hereunder, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
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7.1 Financial Condition Covenants . Solely with respect to the Revolving Facility and the Tranche A Term Facility:
(a) Consolidated Net Leverage Ratio . Permit the Consolidated Net Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Company to exceed (i) as of the last day of each of the first four full fiscal quarters ending after the Closing Date, 4.00 to 1.00, (ii) as of the last day of each of the fifth through the eighth full fiscal quarters ending after the Closing Date, 3.75 to 1.00 and (iii) as of the last day of any full fiscal quarter ending thereafter, 3.50 to 1.00.
(b) Consolidated Interest Coverage Ratio . Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Company to be less than 2.75 to 1.0, commencing on the first full fiscal quarter ending after the Closing Date.
7.2 Indebtedness . Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:
(a) Indebtedness of any Loan Party pursuant to any Loan Document;
(b) Indebtedness of the Company to any of its Subsidiaries and of any Subsidiary to the Company or any other Subsidiary of the Company (including indirect intercompany indebtedness between Subsidiaries of the Company organized under the laws of the Peoples Republic of China funded through local banks in reliance on cash collateral posted with such local banks by other such Chinese Subsidiaries);
(c) Guarantee Obligations incurred in the ordinary course of business by the Company or any of its Subsidiaries of obligations of any Subsidiary in an aggregate amount not to exceed the greater of (x) (I) prior to the Spin-Off, $350,000,000 and (II) from and after the Spin-Off, $350,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 20.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 at any time, unless otherwise permitted hereunder;
(d) Indebtedness existing on the Closing Date (or which may have been incurred pursuant to commitments existing on the Closing Date) listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof);
(e) Indebtedness (including Capital Lease Obligations) secured by Liens permitted by Section 7.3(i) in an aggregate principal amount not to exceed the greater of (x) (I) prior to the Spin-Off, $150,000,000 and (II) from and after the Spin-Off, $150,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 8.25% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 at any one time outstanding;
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(f) (i) unsecured indebtedness of the Company in respect of its 5-3/8% Senior Notes due December 15, 2024 (the 2024 Notes ) and its 5% Senior Notes due July 15, 2026 (the 2026 Notes , and collectively with the 2024 Notes, the Existing Unsecured Notes ) and any Permitted Refinancing Indebtedness in respect thereof and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;
(g) Hedge Agreements (including Guarantee Obligations of the Loan Parties in respect of Hedge Agreements entered into by Tenneco Management (Europe) Limited or any Subsidiary that succeeds Tenneco Management (Europe) Limited in the performance of international treasury management functions) of the Company or its Subsidiaries as long as such agreements are entered into for substantive business reasons and not entered into for speculative purposes;
(h) Incremental Equivalent Debt and any Permitted Refinancing Indebtedness in respect thereof;
(i) Indebtedness of the Company or any of its Subsidiaries in respect of Stub Debt;
(j) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for all incurrences by the Company and all Subsidiaries pursuant to this clause (j)) which when incurred does not exceed the greater of (x) (I) prior to the Spin-Off, $500,000,000 and (II) from and after the Spin-Off, $500,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 27.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1;
(k) Capital Lease Obligations arising from Permitted Sale/Leasebacks;
(l) (i) unsecured senior or subordinated Indebtedness of the Company or any of its Subsidiaries as long as (a) after giving effect thereto and the use of proceeds thereof, the Company would be in compliance with Section 7.1 as of the last day of the most recently ended fiscal quarter on a Pro Forma Basis and (b) such Indebtedness has no required (scheduled and mandatory) principal payments prior to the date which is 91 days after the Tranche A Final Maturity Date (or, if later, 91 days after the then scheduled final maturity date of any Incremental Facility) (other than pursuant to change of control and asset sale covenants substantially similar to those in the Unsecured Note Agreements for the Existing Unsecured Notes) and (ii) unsecured Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness;
(m) Indebtedness in respect of Cash Management Obligations, including Cash Pooling Agreements, or guarantees thereof, including the guarantee set forth in the Guarantee Agreement;
(n) additional Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of the local currency equivalent of (x) (I) prior to the Spin-Off, 450,000,000 and (II) from and after the Spin-Off, 450,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 30.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 at any time;
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(o) unsecured Guarantee Obligations by the Company of Indebtedness otherwise permitted hereunder of any Subsidiary and by any Subsidiary of Indebtedness otherwise permitted hereunder of the Company or any other Subsidiary;
(p) Indebtedness of TAOC in connection with the Hart County Facility IDB Transaction;
(q) Indebtedness under a Permitted Receivables Financing;
(r) to the extent constituting Indebtedness, obligations (including reimbursement obligations with respect to guaranties, letters of credit or other similar obligations) in respect of tenders, statutory obligations, leases, governmental contracts, stay, performance bid, customs, appeal and surety bonds and performance and/or return of money bonds and completion guarantees or other obligations of a like nature issued for the account of, or provided by, the Company and its Subsidiaries in the ordinary course of business;
(s) Indebtedness incurred by a Special Purpose Finance Subsidiary;
(t) Permitted Term Loan Refinancing Indebtedness (including successive Permitted Term Loan Refinancing Indebtedness permitted hereunder) and Guarantee Obligations by the Guarantors in respect thereof;
(u) Indebtedness arising from agreements providing for indemnification, purchase price adjustments or similar obligations incurred by the Company or its Subsidiaries in connection with any acquisition or Disposition in each case permitted by this Agreement;
(v) Indebtedness consisting of obligations of the Company or any Subsidiary under deferred compensation (e.g., earn-outs, indemnifications, incentive non-competes and other contingent or deferred obligations) or other similar arrangements incurred by such Person in connection with the Transactions, or any acquisition or other Investment in each case permitted under Section 7.8;
(w) Indebtedness of a Person which becomes a Subsidiary or is merged into any Loan Party after the Closing Date in each case to the extent such acquisition or merger is permitted under this Agreement; provided that (i) such Indebtedness was in existence on the date such Person became a Subsidiary of, or merged into, such Loan Party, (ii) such Indebtedness was not created in contemplation of such Person becoming a Loan Party, (iii) such Indebtedness is not guaranteed in any respect by or secured by the assets of the Borrower or any of its Subsidiaries (other than by any such person that so becomes a Subsidiary) and (iv) immediately after giving effect to the acquisition of or merger with such person by such Loan Party, no Default or Event of Default shall have occurred and be continuing;
(x) Indebtedness incurred by the Company or its Subsidiaries in respect of bankers acceptances, bank guarantees, letters of credit, warehouse receipts or similar instruments entered into in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims, in each case in the ordinary course of business;
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(y) Indebtedness consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements, (iii) obligations to reacquire assets or inventory in connection with customer financing arrangements or (iv) obligations owing under supply, customer, distribution, license, lease or similar agreements, in each case with respect to clauses (i) through (iv), entered into in the ordinary course of business;
(z) Indebtedness supported by a letter of credit issued or created by any Person (other than the Company or any of its Affiliates) by or for the account of the Company or any of its Subsidiaries pursuant to another clause of this Section 7.2, the availability of which is subject to a stated quantum in a principal amount not in excess of the stated amount of such letter of credit;
(aa) Indebtedness related to any letter of credit issued or created by or for the account of the Company or any of its Subsidiaries other than pursuant to this Agreement, in an aggregate principal amount not in excess of $60,000,000 at any time;
(bb) Indebtedness incurred in the ordinary course of business under travel and expense cards, corporate purchasing cards and car leasing programs, and Guarantee Obligations of the Company and its Subsidiaries with respect to any such Indebtedness;
(cc) Indebtedness incurred to fund obligations arising from the exercise of a right of first refusal or a right of last refusal relating to Turkish Joint Ventures in an aggregate outstanding principal amount not to exceed at any date $350,000,000;
(dd) Indebtedness of the Company or any Subsidiary as an account party in respect of trade letters of credit issued in the ordinary course of business;
(ee) intercompany loans or notes incurred in contemplation of or in connection with the Spin-Off (in either case, including the intercompany loans arising solely as a result of the recharacterization as Indebtedness of any equity Investment made by any Loan Party in any other Loan Party and permitted by Section 7.8);
(ff) the Target Notes and Permitted Refinancing Indebtedness in respect thereof;
(gg) Indebtedness incurred by Spinco or its Subsidiaries; provided (i) such Indebtedness is incurred in contemplation of the consummation of the Spin-Off (whether substantially simultaneously with, or in the reasonable judgment of the Company, within a reasonable time period prior to the Spin-Off) or following the Spin-Off, (ii) such Indebtedness is not guaranteed, directly or indirectly, by the Company or any of its Subsidiaries (other than Spinco and its Subsidiaries) and (iii) no Default or Event of Default shall have occurred and be continuing; and
(hh) all premiums, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in this Section 7.2.
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For purposes of determining the outstanding principal amount of any particular Indebtedness incurred pursuant to this Section 7.2: (1) Indebtedness permitted by this Section 7.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (2) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this covenant, the Company, in its sole discretion, shall classify such Indebtedness (or any portion thereof) as of the time of incurrence and will only be required to include the amount of such Indebtedness in one of such clauses (provided that any Indebtedness originally classified as being incurred under one clause of this Section 7.2 (other than clauses (a), (h) or (l)) may later be reclassified as having been incurred pursuant to any other of clause of this Section 7.2 (other than clauses (a), (h) or
(l)) to the extent that such reclassified Indebtedness could be incurred pursuant to such other clause if it were incurred at the time of such reclassification).
7.3 Liens . Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except for:
(a) Liens for taxes not yet due or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of any Loan Party or any Excluded Subsidiary, as the case may be, in conformity with GAAP or in the case of a Subsidiary located outside of the United States, general accounting principles in effect from time to time in its jurisdiction of incorporation;
(b) statutory liens of landlords and carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;
(c) pledges or deposits in connection with workers compensation, unemployment insurance and other social security legislation;
(d) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, governmental contracts, customs, stay, surety and appeal bonds, performance and/or return of money bonds and completion guarantees or other obligations of a like nature incurred in the ordinary course of business;
(e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not in the aggregate materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries taken as a whole;
(f) (i) Liens in existence on the Closing Date listed on Schedule 7.3(f) securing Indebtedness permitted by Section 7.2(d) and (ii) Liens replacing the Liens set forth on Schedule 7.3(f) securing a refinancing, refunding, renewal or extension of Indebtedness that is permitted pursuant to Section 7.2(d); provided that no such Lien is spread to cover any additional property after the Closing Date unless otherwise permitted by another provision of this Section 7.3 (in which case, for the avoidance of doubt, such Lien covering any additional property shall be incurred in reliance on such other provision of this Section 7.3) and that the amount of Indebtedness secured thereby is not increased;
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(g) Liens securing the Target Notes and any Permitted Refinancing Indebtedness in respect thereof;
(h) Liens arising solely by virtue of any contractual, statutory or common law provisions related to bankers liens, rights of set-off or similar rights and remedies as to deposit accounts and securities accounts;
(i) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness unless otherwise permitted by another provision of this Section 7.3 (in which case, for the avoidance of doubt, such Lien covering any additional property shall be incurred in reliance on such other provision of this Section 7.3) and (ii) the amount of Indebtedness secured thereby is not increased;
(j) Liens created pursuant to the Security Documents;
(k) Liens consisting of judgment or judicial attachment Liens and Liens securing contingent obligations on appeal and other bonds in connection with court proceedings, settlements or judgments; provided that (i) the attachment or enforcement of such Liens would not result in an Event of Default hereunder, (ii) such Liens are being contested in good faith by appropriate proceedings, (iii) no material assets or property of any Loan Party is subject to material risk of loss or forfeiture and (iv) a stay of execution pending appeal or proceeding for review is in effect;
(l) any interest or title of a lessor under any lease entered into by the Company or any other Subsidiary in the ordinary course of its business and covering only the assets so leased, including any precautionary Uniform Commercial Code filing related thereto;
(m) Permitted Receivables Financings (including Liens on the assets subject to a Permitted Receivables Financing);
(n) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to all Liens incurred by the Company and all Subsidiaries pursuant to this clause (n) at any time in effect) at the time such Lien is incurred the greater of (x) (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 17.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1;
(o) Liens securing Incremental Equivalent Debt; provided that such Liens shall be subject to (x) with respect to Incremental Equivalent Debt secured on a junior basis to the Obligations, a customary junior lien intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (y) with respect to Incremental Equivalent Debt secured on a pari passu basis with the Obligations, an Applicable Intercreditor Agreement;
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(p) Liens on cash, Cash Equivalents, deposit accounts and similar items of Foreign Subsidiaries securing Cash Management Obligations, including obligations in respect of any Cash Pooling Agreement, and Hedge Agreements and guarantees by the Company or any of its Subsidiaries of such Cash Management Obligations, Hedge Agreements or other obligations (it being understood that the Company and the Domestic Subsidiaries may not provide a security interest in the Collateral or their other assets for Cash Management Obligations, obligations under any Cash Pooling Agreement or Hedge Agreements to benefit Foreign Subsidiaries except to the extent the secured party is a Lender (or any Affiliate of a Lender));
(q) Liens on up to the greater of (x) (I) prior to the Spin-Off, $75,000,000 and (II) from and after the Spin-Off, $75,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 4.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of cash collateral securing obligations to issuing banks in respect of bankers acceptances issued through the Company, its Subsidiaries or any joint ventures thereof in the Peoples Republic of China;
(r) Liens on the Hart County Facility and related assets in connection with the Hart County Facility IDB Transaction;
(s) Liens on Company Stock;
(t) Liens on assets of a Special Purpose Finance Subsidiary to secure Indebtedness incurred by such Special Purpose Finance Subsidiary;
(u) matters expressly listed as exceptions to title or subordinate matters in the Administrative Agents title insurance policies for such Mortgaged Properties;
(v) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt and any Permitted Refinancing Indebtedness in respect of any of the foregoing permitted hereunder, and any Guarantee Obligations by the Guarantors in respect thereof; provided that (x) any such Liens securing any Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof (and Guarantee Obligations by the Guarantors in respect thereof) are subject to an Applicable Intercreditor Agreement between or among the Administrative Agent and the representatives for the holders of such Permitted Pari Passu Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof in form and substance reasonably satisfactory to the Administrative Agent and (y) any such Liens securing any Permitted Junior Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof (and Guarantee Obligations by the Guarantors in respect thereof) are subject to a junior lien intercreditor agreement between or among the Administrative Agent and the representatives for the holders of such Permitted Junior Secured Refinancing Debt or Permitted Refinancing Indebtedness in respect thereof in form and substance reasonably satisfactory to the Administrative Agent;
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(w) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Persons obligations in respect of bankers acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;
(x) Liens (i) on cash or Cash Equivalents advanced in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.8 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.5 (or, to dispose of any property in a transaction not constituting a Disposition hereunder to the extent such transaction is otherwise permitted under this Agreement);
(y) Liens on property or assets acquired by a Loan Party or on property or assets of any Person which becomes a Subsidiary of a Loan Party, in any such case existing at the time of the acquisition thereof (including acquisition through merger or consolidation) and not incurred in contemplation of such acquisition;
(z) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property;
(aa) (i) Liens on the Capital Stock of a Joint Venture securing obligations of such Joint Venture that are otherwise permitted under this Agreement and (ii) customary options, put and call arrangements, rights of first refusal and similar rights relating to such Joint Venture under its joint venture agreement;
(bb) (i) deposits made or other security provided to secure liabilities to insurance brokers, insurance carriers under insurance or self-insurance arrangements in the ordinary course of business and (ii) Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto to the extent permitted hereunder;
(cc) Liens on cash deposits in an aggregate amount not to exceed $50,000,000 securing any Hedge Agreement permitted hereunder;
(dd) Liens on assets other than the Collateral securing Indebtedness pursuant to Section 7.2(aa);
(ee) Liens in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any contract or provision of any statute;
(ff) Liens created in the ordinary course of business in favor of banks and other financial institutions on credit balances of any bank accounts of any Loan Party held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling and/or interest setoff arrangements in respect of such bank accounts in the ordinary course of business;
(gg) Liens arising from leases, subleases or licenses granted to others which do not interfere in any material respect with the business of any Loan Party;
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(hh) Liens securing Indebtedness permitted by Section 7.2(cc) (provided that such Liens are limited to the shares or assets of the applicable Turkish Joint Venture and do not apply to any other assets) or (ee);
(ii) Liens in connection with a Permitted Sale/Leaseback; provided that any such Lien shall encumber only the property interest subject to such Permitted Sale/Leaseback; and
(jj) Liens securing Indebtedness permitted by Section 7.2(gg); provided that such Liens shall extend solely to the property of Spinco and its Subsidiaries.
7.4 Fundamental Changes . Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:
(a) (i) any Subsidiary of the Company may be merged or consolidated with or into the Company ( provided that the Company shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor or any Subsidiary Borrower ( provided that (x) if any such transaction is between a Wholly Owned Subsidiary Guarantor and a Subsidiary that is not a Wholly Owned Subsidiary Guarantor or a Subsidiary Borrower, such Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity and (y) if any such transaction is between a Subsidiary Borrower and any Subsidiary that is not a Subsidiary Borrower, such Subsidiary Borrower shall be the continuing or surviving entity) and (ii) any Foreign Subsidiary may be merged with or into any other Subsidiary ( provided that, (w) if any such transaction is between a Domestic Subsidiary and a Foreign Subsidiary that is not a Foreign Subsidiary Borrower or a Foreign Guarantor, such Domestic Subsidiary shall be the continuing or surviving entity, (x) if any such transaction is between a Foreign Subsidiary Borrower and a Foreign Subsidiary that is not a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower shall be the continuing or surviving entity, (y) if any such transaction is between a Foreign Guarantor and a Subsidiary that is not a Guarantor or a Subsidiary Borrower, such Foreign Guarantor shall be the continuing or surviving entity and (z) if any such transaction is between a Foreign Subsidiary Borrower and a Domestic Subsidiary Borrower, such Domestic Subsidiary Borrower shall be the continuing or surviving entity);
(b) (i) any Subsidiary of the Company may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any Wholly Owned Subsidiary Guarantor, (ii) any Foreign Subsidiary (other than any Foreign Subsidiary Borrower or any Foreign Guarantor) may Dispose of any or all of its assets upon voluntary liquidation or otherwise to any other Subsidiary and (iii) any Subsidiary of the Company may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)); provided that, for the avoidance of doubt, any Subsidiary of the Company that only holds Capital Stock of other Subsidiaries of the Company (a Subsidiary Holding Company ) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company; provided further that no Subsidiary Borrower shall be permitted to Dispose of all or substantially all of its assets pursuant to this Section 7.4(b) if such Subsidiary Borrower has any outstanding Loans or Reimbursement Obligations;
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(c) any Subsidiary (other than a Subsidiary Borrower) (i) in which the Company and its Subsidiaries own Capital Stock representing less than 80% of the ordinary voting power of such Subsidiary or (ii) that is a Foreign Subsidiary or an Immaterial Subsidiary may be liquidated as long as the proceeds of such liquidation (after satisfying all Contractual Obligations of such Subsidiary) are distributed to the holders of the Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary);
(d) the Company and its Subsidiaries may consummate the transactions contemplated by and in connection with the Spin-Off to the extent permitted pursuant to Section 7.5(z) and may consummate the Spin-Off to the extent the Spin-Off is permitted pursuant to Section 7.5(t).
7.5 Disposition of Property . Dispose of any of its property or rights, whether now owned or hereafter acquired, except:
(a) the Disposition of unnecessary, obsolete or worn out property in the ordinary course of business;
(b) the sale of inventory or goods held for sale in the ordinary course of business;
(c) Dispositions permitted by Section 7.4(b), and Dispositions to effect Restricted Payments and Investments permitted pursuant to Section 7.6 (other than Section 7.6(f)) or 7.8 (other than Section 7.8(z) and (cc)), respectively ;
(d) non-exclusive licensing or sublicensing of Intellectual Property;
(e) any Permitted Receivables Financing;
(f) Dispositions listed and described on Schedule 7.5 as in effect on the Closing Date;
(g) any Disposition of assets (i) from one Foreign Subsidiary (other than any Loan Party) to a Foreign Subsidiary, (ii) from one Loan Party to another Loan Party, (iii) from a Subsidiary to a Loan Party or (iv) from one non-Loan Party to another non-Loan Party;
(h) the Disposition of other property not described in clauses (a)(g) above or (i)-(cc) below for not less than fair market value as long as (i) at least 75% of the consideration consists of cash and cash equivalents (provided that such minimum cash/cash equivalent requirement shall not apply to any Disposition or series of related Dispositions of property having a fair market value of $50,000,000 or less as long as the aggregate fair market value of property Disposed of which is not subject to such minimum cash/cash equivalent requirement does not exceed $150,000,000 after the Closing Date) and (ii) the aggregate fair market value of such property so disposed of does not exceed the sum of (A) 30% of the Consolidated Total Assets of the Company as determined on the Closing Date plus (B) the proceeds of all Reinvestment Deferred Amounts with respect to Dispositions reinvested in the business of the Company and its Subsidiaries after the Closing Date; provided , that neither the Company nor any Subsidiary Guarantor shall make Dispositions under this clause (h), the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, with respect to property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date;
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(i) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary or Joint Venture or the assets of any Foreign Subsidiary or Joint Venture to the Company or a Subsidiary of the Company;
(j) the Disposition of any Foreign Subsidiary or the assets of a Foreign Subsidiary as long as (i) at least 35% of the consideration consists of cash and cash equivalents and (ii) the aggregate fair market value of such property so disposed of does not exceed 65,000,000;
(k) the Company and its Subsidiaries may sell property pursuant to Permitted Sale/Leasebacks;
(l) the Disposition of property as an Investment made pursuant to Section 7.8(g) in any Unrestricted Subsidiary or Joint Venture or in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary;
(m) the Disposition of the Capital Stock or assets of any Immaterial Subsidiary;
(n) the sale by the Company and its Subsidiaries of (i) instruments in the Peoples Republic of China and (ii) bills of exchange of the Company and its Subsidiaries in Europe;
(o) sales of Cash Equivalents in the ordinary course of business;
(p) at the request of the Administrative Agent, the shares of any Foreign Subsidiary formed or organized under the laws of the Czech Republic may be transferred to any Wholly Owned Subsidiary to the extent necessary to pledge up to 65% of the voting capital stock of such Subsidiary under the laws of the Czech Republic pursuant to the Security Documents;
(q) the Disposition of the Hart County Facility from TAOC to the Hart County Industrial Building Authority, in connection with the Hart County Facility IDB Transaction;
(r) the Company or any of its Subsidiaries may transfer or contribute ownership of the Capital Stock of any Foreign Subsidiary formed or organized under the laws of (a) any European country or (b) any state, province, district or other subdivision of any such country, in each case to a Foreign Subsidiary that is a European holding company;
(s) Dispositions of Company Stock;
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(t) the Spin-Off; provided that (i) no Event of Default shall have occurred and be continuing or would result therefrom, (ii) after giving effect thereto, the Consolidated Net Leverage Ratio calculated on a Pro Forma Basis (without giving effect to any Indebtedness of Spinco incurred pursuant to Section 7.2(gg)) would be less than or equal to 2.80 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available and when rounded to the nearest hundredth decimal point), (iii) 100% of the Net Cash Proceeds from or in connection with the Spin-Off received by the Company and its Subsidiaries shall be applied on the date such proceeds are received, first to prepay or redeem the Target Notes until the Target Notes have been prepaid or redeemed in full, second to prepay the Term Loans until the Term Loans have been prepaid in full (it being understood that the Company may elect, in its discretion, to apply such proceeds first to any tranche of Term Loans before applying such proceeds to any other tranche of Term Loans) and third to prepay any outstanding Revolving Loans and Swingline Loans until the outstanding Revolving Loans and Swingline Loans have been prepaid in full and (iv) all material agreements in connection with the Spin-Off between the Company and its Subsidiaries, on the one hand, and Spinco and its Subsidiaries, on the other hand, have been approved by the board of directors of the Company (or any committee thereof), are consistent with the description of the businesses set forth in the definition of Spinco Business and generally reflect the judgment of the board of directors of the Company as to the proper allocation of appropriate assets and liabilities and related matters between the Company and its Subsidiaries, on the one hand, and Spinco, on the other hand, necessary for their respective businesses to operate after the Spin-Off consistent with the business of Remainco as described in the definition of Remainco Business and the business of Spinco as described in the definition of Spinco Business, respectively; provided , further , for the avoidance of doubt, that the provisions of Section 7.5(z) shall not apply to the provisions of this Section 7.5(t) or otherwise restrict the ability of the Company and its Subsidiaries to effect the transactions contemplated by this Section 7.5(t);
(u) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) an amount equal to the net proceeds of such Disposition is promptly applied to the purchase price of such replacement property;
(v) Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (which, for the avoidance of doubt, shall exclude receivable financing);
(w) Transfers of property subject to a casualty event and Dispositions constituting expropriations or takings by a Governmental Authority;
(x) Dispositions on the Closing Date to effect the Transactions;
(y) the unwinding of Hedge Agreements permitted hereunder pursuant to their terms;
(z) the Company or any Subsidiary of the Company may Dispose of, contribute, distribute or otherwise transfer (in one or more transactions) all or any portion of the Spinco Business to Spinco or any Subsidiaries formed in contemplation of the Spin-Off and may Dispose of, contribute, distribute or otherwise transfer (in one or more transactions) any assets of Spinco or any Subsidiaries formed in contemplation of the Spin-Off to the Company or its Subsidiaries prior to the time of the consummation of the Spin-Off; provided that consummation
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of such transactions shall not, individually or in the aggregate, have a materially adverse impact on the interests of the Administrative Agent or the Lenders (as determined by the Company in its reasonable discretion); provided , further , for the avoidance of doubt, that the provisions of Section 7.5(t) shall not apply to the provisions of this Section 7.5(z) or otherwise restrict the ability of the Company and its Subsidiaries to effect the transactions contemplated by this Section 7.5(z);
(aa) Dispositions of in-plant maintenance, repair and operating and perishable tooling operations to third parties in connection with the outsourcing of such operations;
(bb) transfers of accounts receivable and related rights by Federal-Mogul Canada Limited to the Company; and
(cc) permitting registered or pending Intellectual Property to lapse in the ordinary course of business.
Simultaneously with any transfer described in Section 7.5(i), (q), (r), (t) or (z) (to the extent such transfer is to a Person that is not a Loan Party) of this Agreement, the Lenders authorize the Administrative Agent to release the Lien on and security interest created by the Loan Documents in the Capital Stock of the Subsidiaries so transferred or contributed and authorize the Administrative Agent to take any action reasonably requested by the Company to effect such release.
7.6 Restricted Payments . Declare or pay any dividend (other than dividends payable solely in common stock or other applicable common equity interests of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Company or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Company or any Subsidiary (collectively, Restricted Payments), except that:
(a) any Subsidiary may make Restricted Payments to the Company, any Subsidiary or to any other Person (ratably based on such other Persons equity ownership in such Subsidiary) which owns Capital Stock of such Subsidiary;
(b) so long as no Default shall have occurred and be continuing, the Company may purchase the Companys common stock or common stock options from present or former officers or employees of the Company or its Subsidiaries upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of Restricted Payments under this paragraph (b) shall not exceed in the aggregate $5,000,000 in any fiscal year; provided , further , that any amount not so made as a Restricted Payment in the fiscal year for which it is permitted may be carried over to be made as a Restricted Payment in subsequent fiscal years;
(c) the Company may make Restricted Payments if, after giving effect thereto, the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) (it being understood that any Restricted Payment permitted at the time it was made shall
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be deemed to be permitted notwithstanding that the conditions specified in this paragraph (c) for such Restricted Payment may no longer be satisfied thereafter). No Restricted Payment may be made pursuant to this paragraph (c) during a Default or Event of Default other than Restricted Payments required pursuant to contractual obligations to purchase Capital Stock or options of the Company or any Subsidiary from officers or employees or former officers or employees of the Company and its Subsidiaries;
(d) (i) the Company may make Restricted Payments in an aggregate amount not to exceed in any fiscal year (I) prior to the Spin-Off, $200,000,000 and (II) from and after the Spin-Off, $200,000,000 multiplied by the Post-Spin EBITDA Percentage; provided that (i) any such amount not so used to make a Restricted Payment in the fiscal year for which it is permitted may be carried over to make Restricted Payments in the next succeeding fiscal year only and (ii) in each fiscal year, amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts; and (ii) if, after giving effect to any Restricted Payment, the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.75 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available), then the Company may make Restricted Payments pursuant to this clause (d)(ii) in an aggregate amount after the Closing Date not to exceed the sum of (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage, plus 50% of Consolidated Net Income accruing from the Closing Date, plus the amount of any proceeds of any issuance or sale of Capital Stock by the Company or its Subsidiaries during such fiscal year, minus the amount of any Investments made pursuant to Section 7.8(l) (it being understood that any Restricted Payment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (d) for such Restricted Payment may no longer be satisfied thereafter). No Restricted Payment may be made pursuant to this paragraph (d) during a Default or Event of Default other than Restricted Payments required pursuant to contractual obligations to purchase Capital Stock or options of the Company or any Subsidiary from officers or employees or former officers or employees of the Company and its Subsidiaries;
(e) the Company may withhold shares of Capital Stock of the Company from, and pay personal payroll taxes of employees in respect of vested restricted shares of, options to purchase and other equity incentive awards in respect of, the Capital Stock of the Company; and
(f) the Company and its Subsidiaries may make Restricted Payments to the extent necessary to consummate (i) the Spin-Off, to the extent the Spin-Off is permitted pursuant to Section 7.5(t) or (ii) any transaction permitted pursuant to Section 7.5(z).
7.7 [Intentionally Omitted]
7.8 Investments . Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or make any other investment in, any Person (all of the foregoing, Investments), except:
(a) extensions of trade credit in the ordinary course of business;
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(b) investments in Cash Equivalents;
(c) (i) Guarantee Obligations permitted by Section 7.2 and (ii) Guarantee Obligations arising in the ordinary course of business with respect to other obligations that do not constitute Indebtedness;
(d) loans and advances to employees of the Company or any Subsidiary of the Company in the ordinary course of business (including for travel, entertainment and relocation expenses) in an aggregate amount for the Company or any Subsidiary of the Company not to exceed the greater of (x) (I) prior to the Spin-Off, $25,000,000 and (II) from and after the Spin-Off, $25,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 1.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 at any one time outstanding;
(e) Investments made by the Company or any of its Subsidiaries in the Company or any of its Subsidiaries with the proceeds of any Reinvestment Deferred Amount;
(f) intercompany Investments by the Company or any of its Subsidiaries in the Company or any Person that, prior to such investment, is a Subsidiary (including indirect intercompany investments between Subsidiaries of the Company organized under the laws of the Peoples Republic of China funded through local banks in reliance on cash collateral posted with such local banks by other such Chinese Subsidiaries);
(g) Investments in Joint Ventures and in any Person who, prior to the Investment, is not a Subsidiary and who becomes, as a result of the Investment, a Subsidiary that is not a Wholly Owned Subsidiary in an aggregate amount not to exceed in any fiscal year the greater of (x) (I) prior to the Spin-Off, $400,000,000 and (II) from and after the Spin-Off, $400,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 3.0% of Consolidated Total Assets plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by the Loan Parties from Joint Ventures and Persons who become a Subsidiary as a result of such Investment; provided , that (i) any such amount not so invested in the fiscal year for which it is permitted may be carried over for investment in the next succeeding fiscal year only and (ii) in each fiscal year, amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts;
(h) Investments in existence on the Closing Date listed on Schedule 7.8(h); provided that no such Investment is increased except as permitted by the other provisions of this Section 7.8;
(i) each Finance Subsidiary may execute and deliver one or more subordinated promissory notes (having terms customary for similar notes issued in transactions similar to a Permitted Receivables Financing) to the Company and its Subsidiaries representing the deferred purchase price of receivables sold to such Finance Subsidiary in a Permitted Receivables Financing, and the Company and its Subsidiaries may contribute receivables and other assets of the type referred to in the definition of Permitted Receivables Financing to the capital of any Finance Subsidiary in connection with a Permitted Receivables Financing;
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(j) acquisitions as long as, after giving effect thereto, the Company would be in Pro Forma Compliance with the covenants in Section 7.1 for the most recently ended fiscal quarter for which financial statements are available;
(k) Investments if, after giving effect thereto, the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.50 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) (it being understood that any Investment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (k) for such Investment may no longer be satisfied thereafter). No Investment may be made pursuant to this paragraph (k) during an Event of Default;
(l) Investments if, after giving effect thereto, the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.75 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available), in an aggregate amount after the Closing Date not to exceed the sum of (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage, plus 50% of Consolidated Net Income accruing from the Closing Date, plus the amount of any proceeds of any issuance or sale of Capital Stock by the Company or its Subsidiaries during such fiscal year, minus the amount of any Restricted Payments made pursuant to Section 7.6(d) (it being understood that any Investment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (l) for such Investment may no longer be satisfied thereafter). No Investment may be made pursuant to this paragraph (l) during an Event of Default;
(m) non-cash consideration received, to the extent permitted by the Loan Documents, in connection with the disposition of property permitted by this Agreement;
(n) Investments consisting of extensions of credit in the nature of accounts receivable, notes receivable arising from the grant of trade credit, and guarantees for the benefit of existing or potential suppliers, customers, distributors, licensors, licensees, lessees and lessors, in each case in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(o) Hedge Agreements entered into to hedge actual exposure and not for speculative purposes;
(p) deposit accounts and securities accounts maintained in the ordinary course of business, and to the extent constituting an Investment, Cash Management Obligations;
(q) in addition to Investments otherwise expressly permitted by this Section, Investments by the Company or any of its Subsidiaries in an aggregate amount (valued at cost) (for all Investments by the Company and all Subsidiaries pursuant to this clause (q)) not to exceed the greater of (x) (I) prior to the Spin-Off, $480,000,000 and (II) from and after the Spin-Off, $480,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 3.5% of Consolidated Total Assets;
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(r) Investments in connection with the purchase of Capital Stock in the Turkish Joint Ventures pursuant to the right of first refusal or right of last refusal set forth in the joint venture agreement related thereto.
(s) Investments held by a Person that is acquired and becomes a Subsidiary or of a Person merged or amalgamated or consolidated into any Subsidiary, in each case after the Closing Date and which acquisition, merger, amalgamation or consolidation is permitted in accordance with another provision of this Section 7.8, to the extent that such Investments held by such Person were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
(t) any Investments in a Joint Venture to the extent such Investment is substantially contemporaneously repaid in full with a dividend or other distribution from such Joint Venture;
(u) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses (or other grants or rights to use or exploit) or leases of other assets, intellectual property, or other rights, in each case in the ordinary course of business;
(v) Investments maintained in connection with any Loan Partys deferred compensation plan in the ordinary course of business;
(w) Investments to contribute, distribute or otherwise transfer (in one or more transactions) any assets of the Company or its Subsidiaries to or among the Company and its Subsidiaries, including any new Subsidiaries created in contemplation of the Spin-Off, in connection with the separation of the Spinco Business to Spinco and its Subsidiaries and the Remainco Business to Remainco and its Subsidiaries; provided that consummation of such transactions shall not, individually or in the aggregate, have a materially adverse impact on the interests of the Administrative Agent or the Lenders (as determined by the Company in its reasonable discretion);
(x) Any Investments acquired by the Company or any of its Subsidiaries:
(i) in exchange for any other Investment or accounts receivables held by the Company or any such Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement or delinquent accounts and disputes with or judgments against, the issuer of such Investment or accounts receivable;
(ii) as a result of a foreclosure by the Company or any of its Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; or
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(iv) in settlement of debts created in the ordinary course of business;
(y) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and works compensation, performance and similar deposits in each case entered into as a result of the operations of the business in the ordinary course;
(z) Investments in notes receivables payable to the Company or any Subsidiary by the purchasers of assets purchased pursuant to Dispositions permitted in accordance with Section 7.5;
(aa) Investments by any Loan Party of any Restricted Payment received by such Person that consists of Capital Stock in a Subsidiary; provided that if the initial payor of any such Restricted Payment is a Guarantor, the ultimate recipient of such Restricted Payment shall also be a Guarantor;
(bb) Investments by the Company in any Subsidiary consisting of reimbursement obligations of the Company in respect of the issuance of Letters of Credit for the account of such Subsidiary hereunder to support obligations of such Subsidiary;
(cc) Investments to effect transactions permitted pursuant to Section 7.4 or 7.5 (other than Section 7.5(c) or (l));
(dd) To the extent they constitute Investments, any letters of credit issued or created by the Company or its Subsidiaries pursuant to Section 7.2(aa); and
(ee) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed in any fiscal year the greater of (x) (I) prior to the Spin-Off, $175,000,000 and (II) from and after the Spin-Off, $175,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 1.25% of Consolidated Total Assets plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by the Loan Parties from Unrestricted Subsidiaries; provided , that (i) any such amount not so invested in the fiscal year for which it is permitted may be carried over for investment in the next succeeding fiscal year only and (ii) in each fiscal year, amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts
Any Investment that when made complies with the requirements of the definition of the term Cash Equivalents may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements.
7.9 [Reserved]
7.10 Transactions with Affiliates . Enter into or suffer to exist any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees but excluding (i) the Transactions, (ii) transactions or agreements between the Company and/or its Subsidiaries and Spinco and/or its Subsidiaries in contemplation of or to effect the Spin-Off to the extent approved in accordance with Section 7.5(t)(iv) and (iii) transactions listed in Schedule 7.10), with any non-consolidated Affiliate involving aggregate payments or consideration in excess of $25,000,000 unless such
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transaction is (a) upon fair and reasonable terms not materially less favorable to the Company or such Subsidiary, as the case may be, than it would obtain in a comparable arms length transaction with a Person that is not a non-consolidated Affiliate or (b) if in the good faith judgment of the board of directors of the Company no comparable transaction is available with which to compare such transaction, such transaction is fair to the Company or such Subsidiary from a financial point of view; provided that the Company shall deliver to the Administrative Agent with respect to any such transaction involving aggregate payments or consideration in excess of $50,000,000, a resolution adopted in good faith by the majority of the board of directors of the Company approving such transaction and set forth in an officers certificate certifying that such transaction complies with clause (a) or (b), as applicable, above.
7.11 Sales and Leasebacks . Enter into or suffer to exist any arrangement with any Person providing for the leasing by the Company or any Subsidiary of real or personal property that has been or is to be sold or transferred in a related transaction by the Company or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary except for such transactions entered into (i) in contemplation of or in connection with the Spin-Off to the extent approved in accordance with Section 7.5(t)(iv) and (ii) after the date hereof as long as (a) the aggregate fair market value of the property sold in connection therewith does not exceed (I) prior to the Spin-Off, $400,000,000 and (II) from and after the Spin-Off, $400,000,000 multiplied by the Post-Spin EBITDA Percentage, the consideration for each such sale shall be cash, and such transactions are consummated on an arms length basis and the Net Cash Proceeds thereof are applied to prepay the Term Loans to the extent required by Section 2.13(b) and (b) the transaction involves a lease with a term of one year or less following the related sale (collectively, the Permitted Sale/Leasebacks ) (the Company agreeing that all Permitted Sale/Leasebacks shall be Asset Sales and the Lenders hereby authorizing the Administrative Agent to release any Lien on or security interests in any such property created by the Loan Documents upon consummation of such Permitted Sale/Leasebacks). Notwithstanding anything to the contrary contained herein, any Permitted Sale/Leasebacks shall be deemed to be expressly permitted pursuant to each other provision of this Section 7 (other than Sections 7.1 and 7.10) that would otherwise be construed to prohibit or restrict such Permitted Sale/Leasebacks with a fair market value of such lease payments are greater than $25,000,000. In the event that the Company or a Subsidiary enters into an operating lease in connection with a Permitted Sale/Leaseback, then the Company shall deliver to the Administrative Agent promptly following the time it or a Subsidiary enters into such lease, a schedule setting forth the principal and interest (or equivalent) components of payments to be made under such lease as reasonably determined by the Company.
7.12 Changes in Fiscal Periods . Permit the fiscal year of the Company to end on a day other than December 31 or change the Companys method of determining fiscal quarters.
7.13 Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Company or any of its Subsidiaries (other than Foreign Subsidiaries) to create, incur, assume or suffer to exist any Lien upon any of its property (other than Company Stock) or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements governing secured Indebtedness permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets
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securing such Indebtedness) or Permitted Receivables Financings (in which case, any prohibition or limitation shall only be effective against the assets included in such Permitted Receivables Financing), (c) customary non-assignment provisions of any contract, (d) customary restrictions on the creation of Liens on any property or assets arising under a security agreement governing a Lien permitted under this Agreement and (e) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets pending such sale, provided such restrictions and conditions apply only to the Subsidiary or assets that are to be sold and such sale is permitted hereunder.
7.14 Lines of Business . Enter into any material business, either directly or through any Subsidiary, except for those businesses substantially similar to the businesses in which the Company and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof after giving effect to the Acquisitions.
7.15 Optional Payments and Modifications of Subordinated Indebt edness . (a) Make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, defeasance, cancelation or termination of such Subordinated Indebtedness, or (b) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any agreement, instrument or other document evidencing Subordinated Indebtedness (other than any such amendment, modification, waiver or other change that is not in the reasonable judgment of the Borrower materially adverse to the Lenders). Notwithstanding the foregoing, as long as no Default has occurred and is continuing, the Company may (i) make regularly scheduled interest and principal payments as and when due in respect of any Subordinated Indebtedness, other than payments prohibited by the subordination provisions thereof, (ii) refinance Subordinated Indebtedness with the Net Cash Proceeds of Permitted Refinancing Indebtedness, (iii) make payments of or in respect of Subordinated Indebtedness made solely with the Net Cash Proceeds of Qualified Capital Stock issued by the Company after the Closing Date, (iv) convert any Subordinated Indebtedness into Qualified Capital Stock issued by the Company after the Closing Date or (v) make additional payments of or in respect of Subordinated Indebtedness; provided that the aggregate principal amount of such payments pursuant to this clause (v) (i) at any time the Consolidated Leverage Ratio is greater than 2.25 to 1.0, may not exceed (I) prior to the Spin-Off, $360,000,000 and (II) from and after the Spin-Off, $360,000,000 multiplied by the Post-Spin EBITDA Percentage, and (ii) shall be unlimited at any time the Consolidated Leverage Ratio is equal to or less than 2.25 to 1.0; in each of clauses (i) and (ii) calculated on a Pro Forma Basis (as of the last day of the most recent fiscal quarter for which financial statements are available) after giving effect to such payment (it being understood and agreed that any fee, premium or expense paid or payable in connection with such payment shall not be subject to or included within the calculation of such amount).
7.16 Use of Proceeds . Request any Loan or Letter of Credit, and no Borrower nor any Subsidiary shall use, and shall use commercially reasonable efforts to procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay,
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or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of directly or, to any Borrowers Knowledge, indirectly funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
7.17 Special Purpose Finance Subsidiaries . Permit any Special Purpose Finance Subsidiary to engage in any business or activity other than (i) maintaining its corporate existence, (ii) the incurrence of Indebtedness the proceeds of which will be placed in escrow pending the use of such proceeds to effect transactions that, at the time such proceeds are released from escrow, are permitted hereunder, and (iii) activities incidental, ancillary or reasonably related to the businesses or activities described in clauses (i) and (ii) of this Section 7.17.
7.18 Spinco . Upon the earlier of (x) the incurrence of Indebtedness pursuant to Section 7.2(gg), or (y) the consummation of the Spin-Off, contribute, dispose of or otherwise transfer to Spinco or any of its Subsidiaries any asset (including cash) other than the Spinco Business.
SECTION 8. EVENTS OF DEFAULT
If any of the following events shall occur and be continuing:
(a) any Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or any Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or
(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made and, with respect to any such default that is capable of being cured, such default shall continue unremedied for the shorter of (x) 14 days from the earlier of the first date the Company has Knowledge of such misrepresentation and the date of notice to the Company of such misrepresentation or (y) so long as such default would not reasonably be expected to have a Material Adverse Effect (it being understood that the period of time in the foregoing clauses (x) and (y) shall not be additive to any grace period included in the applicable representation and warranty giving rise to such default); or
(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to any Borrower only), Section 6.7(a) or Section 7 of this Agreement or Section 4.05 of the Collateral Agreement; provided that a default in the observance or performance of a financial covenant set forth in Section 7.1 will not constitute an Event of Default for purposes of the Tranche B Term Facility, and no Tranche B Term Lender will be permitted to exercise any remedies with respect to an Event of
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Default in respect of such financial covenant set forth in Section 7.1 until the date, if any, on which the Revolving Commitments have been terminated and the Revolving Loans and the Tranche A Term Loans have been accelerated as a result of such default in the observance or performance of such financial covenant set forth in Section 7.1; or
(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice to the Company from the Administrative Agent or the Required Lenders; or
(e) the Company or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, in each case the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (iv) default under the Target Notes or any other debt securities or other material Indebtedness of the Company or the Target or their respective Subsidiaries as a result of the Membership Interest Purchase, the Merger or any other step of the Acquisition (in each case determined as of the Closing Date); provided , that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal amount of which exceeds in the aggregate of $100,000,000 for the Company and its Subsidiaries; or
(f) (i) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, except for any such case, proceeding or action in connection with any liquidation or dissolution otherwise permitted pursuant to Section 7.4 of this Agreement, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed,
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undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries)shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or any of its Subsidiaries (except for Immaterial Subsidiaries) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(g) (i) any Person shall engage in any prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any accumulated funding deficiency or failure to meet the minimum funding standards (each as defined in Section 412 of the Code or 302 of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee would reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Company or any Commonly Controlled Entity shall, or would reasonably be expected to, incur any liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or
(h) one or more judgments or decrees shall be entered against the Company or any of its Subsidiaries involving in the aggregate for the Company and its Subsidiaries a liability (not covered by insurance as to which the relevant insurance company has not denied coverage) of $100,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof (it being understood that, notwithstanding the definition of Default, no Default shall be triggered solely by the rendering of a judgment or judgments prior to the earlier of commencement of enforcement proceedings and the attachment of any Liens or the lapse of such 30 day period so long as such judgments are capable of satisfaction by payment at any time); or
(i) any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby if the aggregate value of the affected Collateral is more than $25,000,000, except to the extent that such cessation results from the failure of the Collateral Trustee to maintain possession of certificates representing securities pledged or to file continuation statements under the Uniform Commercial Code of any applicable jurisdiction; or
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(j) the guarantee contained in the Guarantee Agreement shall cease, for any reason, to be in full force and effect or any Loan Party shall so assert;
(k) (i) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the beneficial owner (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the outstanding common voting stock of the Company (other than in connection with the Merger); or (ii) the board of directors of the Company shall cease to consist of a majority of Continuing Directors; or (iii) a Specified Change of Control shall occur (collectively, a Change of Control ); or
(l) the Merger shall not have been consummated on or prior to the first Business Day immediately following the Closing Date.
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to any Borrower, automatically the Revolving Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments thereof shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, each applicable Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of each such Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the applicable Borrower(s) (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by each Borrower.
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SECTION 9. THE AGENTS
9.1 Appointment .
(a) Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.
(b) Each Lender hereby relieves the Administrative Agent, in such capacity, for the purposes described in paragraph (a) above (for the avoidance of doubt, including, but not limited to, the creation and release of any Collateral and the entering into and termination of any Security Document), from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender. The Administrative Agent is authorized to delegate its powers of attorney (including the exemption from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Lender). A Lender which is barred from granting such exemption shall notify the Administrative Agent accordingly.
9.2 Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.
9.3 Exculpatory Provisions . Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Persons own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.
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9.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.
9.5 Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default hereunder unless the Administrative Agent has received notice from a Lender or a Borrower referring to this Agreement, describing such Default and stating that such notice is a notice of default. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders.
9.6 Non -Reliance on Agents and Other Lenders . Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereinafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its extensions of credit hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
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action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.
9.7 Indemnification . The Lenders agree to severally indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agents gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.
9.8 Agent in Its Individual Capacity . Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent was not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity.
9.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 20 days notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term Administrative Agent shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agents rights,
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powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 20 days following a retiring Administrative Agents notice of resignation, the retiring Administrative Agents resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agents resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
9.10 Co-Documentation Agents . The Co-Documentation Agents shall not have any duties, liabilities or responsibilities hereunder in their capacities as such. Without limiting the foregoing, none of the Co-Documentation Agents shall have or be deemed to have a fiduciary relationship with any Lender.
9.11 Certain ERISA Matters . (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using plan assets (within the meaning of Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lenders entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such Lender is an investment fund managed by a Qualified Professional Asset Manager (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lenders entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
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(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that:
(i) none of the Administrative Agent, the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the obligations),
(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v) no fee or other compensation is being paid directly to the Administrative Agent, the Arrangers or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.
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(c) The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, bankers acceptance fees, breakage or other early termination fees or fees similar to the foregoing.
SECTION 10. MISCELLANEOUS
10.1 Amendments and Waivers .
(a) Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party that is a party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party that is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default and its consequences; provided , however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or extend any L/C Participants interest in any Issuing Lenders obligations and rights under any Letter of Credit beyond the Revolving Termination Date, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification in the financial definitions in this Agreement shall not constitute a reduction in the rate of interest or commitment fee for purposes of this clause (i)) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lenders Revolving Commitment with respect to any Lender, in each case without the consent of each Lender directly affected thereby; (ii) reduce any percentage specified in the definition of Required Lenders or Required Pro Rata Lenders, or change any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any term thereof, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement and Collateral Agreement, in each case without the consent of all Lenders; (iii) amend or modify any provision of Section 5.03 of the Collateral Agreement without the consent of each Lender directly and adversely affected thereby; (iv) amend, modify or waive any provision of Section 2.19 in a manner that would alter the pro rata sharing of payments or Section 10.7(a) without the consent of
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each Lender directly and adversely affected thereby, or amend, modify or waive any other provision of Section 2.19 without the consent of the Majority Facility Lenders in respect of each Facility adversely affected thereby; (v) reduce the amount of Net Cash Proceeds required to be applied to prepay Loans under this Agreement without the consent of the Majority Facility Lenders under each Facility adversely affected thereby; (vi) reduce the percentage specified in the definition of Majority Facility Lenders with respect to any Facility without the consent of all Lenders under such Facility; (vii) amend, modify or waive any provision of Section 9 without the consent of the Administrative Agent; (viii) amend, modify or waive any provision of Section 2.8 or 2.9 without the consent of each Swingline Lender; (ix) amend, modify or waive any provision of Section 3 without the consent of each Issuing Lender; (x) add any currencies as Foreign Currencies under this Agreement in which a Lender is required to make Loans, in each case without the written consent of each Lender directly affected thereby; (xi) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement and the other Loan Documents without the consent of each Lender directly affected thereby; (xii) eliminate or reduce any voting rights under this Section 10.1 without the consent of each Lender directly affected thereby (it being agreed that, with the consent of the Required Lenders, additional extensions of credit and tranches and increases in the amount of the Facilities may be added to this Agreement and may share in any payments, prepayments, Collateral and voting rights on a pro rata basis and corresponding amendments to the Loan Documents may be made; provided that the consent of the Required Lenders shall not be required in connection with any Incremental Facility, Extension, Replacement Facility or RMB Tranche); provided that, notwithstanding the foregoing, any waiver, amendment, supplement or other modification with respect to Section 7.1 (or, for purposes of the financial covenants set forth in Section 7.1, the definition of Consolidated Net Leverage Ratio, Consolidated Interest Coverage Ratio or any defined term used therein) shall require the written consent only of the Company and the Required Pro Rata Lenders. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default, or impair any right consequent thereon. Any Defaulting Lenders right to approve or disapprove any amendment, waiver or consent with respect to this Agreement and the other Loan Documents shall be restricted as set forth in Section 2.28(d).
(b) Notwithstanding anything to the contrary in this Agreement,
(i) if the Borrowers elect to extend the Revolving Termination Date, they may do so by providing written notice to the Administrative Agent; provided that
(A) no Revolving Lender shall be obligated to consent to such extension;
(B) such extension shall be effective with respect to a Revolving Lender only if consented to by such Revolving Lender; and
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(C) no such extension shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments,
and, in connection therewith, this Agreement and the other Loan Documents may be amended from time to time with the consent of only the Majority Facility Lenders in respect of the Revolving Facility, the Issuing Lenders, the Administrative Agent and the Borrowers to the extent necessary to implement the provisions of this clause (i) (including to reflect the extension of the Revolving Termination Date); and
(ii) this Agreement may be amended with the written consent of only the Administrative Agent, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to the extent necessary to permit the refinancing replacement or modification of all outstanding Tranche A Term Loans or all outstanding Tranche B Term Loans (each, a Refinanced Facility ) with a replacement term loan tranche (including a synthetic term loan tranche) ( Replacement Term Loans ); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Facility, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Facility, and (c) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Facility at the time of such refinancing; and
(iii) this Agreement and the other Loan Documents may be amended with the written consent of only the Administrative Agent and the Borrowers to the extent necessary in order to (A) evidence and implement the Incremental Facilities pursuant to Section 2.27 or (B) evidence and implement the designation or removal of Subsidiary Borrowers pursuant to Section 2.29.
(c) The Company shall be permitted to replace any Lender that has not consented to any amendment, modification, supplement or waiver of or to the Loan Documents requested by the Company (a Requested Amendment ) which requires the consent of each Lender or each Lender affected thereby; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the Requested Amendment has been consented to by the Required Lenders, (iii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) each applicable Borrower shall be liable to such replaced Lender under Section 2.22 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (v) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6 (provided that each applicable Borrower shall be obligated to pay the registration and processing fee referred to therein, except to the extent the replacement financial institution is already a Lender) or pursuant to other procedures agreed upon by the Company and the Administrative Agent including deemed assignments upon payment to the replaced Lender of amounts required to be paid to it pursuant to this paragraph (c), (vii) the replacement Lender shall consent to the Requested Amendment, (viii)
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until such time as such replacement shall be consummated, each applicable Borrower shall pay all additional amounts (if any) required pursuant to Section 2.20 or 2.21(a), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that any Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, including pro rata payment and sharing provisions (but subject to clause (i) of the proviso clause in paragraph (a) of this Section 10.1), this Agreement may be amended with the consent of the Borrowers, the Administrative Agent and the Lenders consenting to any Extended Loans (as defined below) to extend the maturity of all or a portion of a particular Facility and in connection therewith make amendments to allow separate treatment thereunder with respect to Extended Loans and Loans and Commitments under such Facility that are not converted to Extended Loans; provided that such amendment is made in connection with the creation of a separate class of loans or commitments under such Facility through the conversion of certain existing Loans and Commitments of consenting Lenders under such Facility (any such Loans and Commitments that are so converted, Extended Loans ) and to make any necessary amendments to implement the foregoing, including to extend the scheduled maturity date(s) of any payment or payments of principal (including at final maturity) and commitments with respect to such Extended Loans; provided, further that (A) each applicable Borrower offers such conversion to all Lenders holding Loans and Commitments under the applicable Facility on a pro rata basis based on the aggregate principal amount of Loans or Commitments in such Facility then outstanding, and (B) unless otherwise agreed by each applicable Borrower, the Administrative Agent and the Lenders holding Extended Loans, the Extended Loans shall be identical in all material respects to the existing Loans and Commitments under such Facility from which such Extended Loans are to be converted, except that (1) all or any of the scheduled amortization or mandatory payments of principal and payment at maturity of the Extended Loans may be delayed to later dates than the scheduled amortization or mandatory payments or principal and payment at maturity of the Loans under the Facility from which such Extended Loans are to be converted, (2) the Applicable Margins, letter of credit fees and commitment fees with respect to the Extended Loans may be different than the Applicable Margins, letter of credit fees and commitment fees for the Loans under the applicable Facility from which such Extended Loans are to be converted and may be increased and additional compensation, including upfront fees may be paid to Lenders converting their Loans and Commitments under such Facility into Extended Loans, (3) the available Interest Periods for the Extended Loans may be limited, (4) the Commitments and Loans of Lenders converting their Loans in such Facility into Extended Loans may be reduced or repaid, (5) usage of the Revolving Facility (or other revolving Facility) and participating interests in Letters of Credit and Swingline Loans may be allocated or reallocated between (or to either) Extended Loans and Loans and Commitments under the Revolving Facility (or other revolving Facility) that are not converted to Extended Loans, (6) the Commitments and Loans of Lenders that do not convert their Loans in such Facility into Extended Loans may be reduced or repaid prior to the reduction or repayment of the Extended Loans and (7) other covenants and terms may be added in respect of a Facility (x) that apply to any period after the latest final maturity of the Loans and Commitments under such Facility in effect immediately prior to the establishment of such Extended Loan or after approval thereof by the Required Lenders or (y) that are reasonably determined by each applicable Borrower and the Administrative Agent in order to facilitate transactions of the type contemplated by this paragraph (d).
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(e) Notwithstanding the foregoing, the Administrative Agent, with the consent of the Borrowers, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof.
(f) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, this Agreement may be amended in order to create and implement a separate tranche of revolving commitments and revolving loans for borrowings in Chinese Renminbi (the RMB Tranche ), on terms to be agreed among the Borrowers, the Administrative Agent and such Lenders (including any banks and other financial institutions or entities that may become parties to this Agreement in connection therewith, other than any Ineligible Institutions) providing the RMB Tranche (the RMB Lenders ), with only the consent of the Borrowers, the Administrative Agent and such RMB Lenders. It is understood and agreed that (i) the RMB Tranche shall not cause the Total Revolving Commitments (as amended to include the RMB Tranche) to exceed the amount of the Total Revolving Commitments in effect immediately prior to the creation of the RMB Tranche, except pursuant to a transaction permitted pursuant to Section 2.27 at such time and (ii) no Lender will be required to participate in the RMB Tranche.
10.2 Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of the Company, the other Borrowers and the Administrative Agent, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:
The Company or any other Borrower: | Tenneco Inc. | |||||
500 North Field Drive | ||||||
Lake Forest, IL 60045 | ||||||
Attention: VP, Finance | ||||||
Telecopy: 847-482-5125 | ||||||
Telephone: 847-482-5000 | ||||||
with a copy to: | Tenneco Inc. | |||||
500 North Field Drive | ||||||
Lake Forest, IL 60045 | ||||||
Attention: General Counsel | ||||||
Telecopy: 847-482-5940 | ||||||
Telephone: 847-482-5000 |
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The Administrative Agent: | 383 Madison Avenue, 24th Floor | |||||
New York, New York 10179 | ||||||
Attention: Gene R. Riego de Dios | ||||||
Telecopy: 212-270-5100 | ||||||
Telephone: 212-270-2348 | ||||||
Or, in the case of U.K. Swingline Loans: | ||||||
European Loan Operations 3 rd Floor, Prestige Platina, Near Marathahalli Junction, Sarjapur Outer Ring Road, Kadabeesanahalli, Vathur Hobli, Bangalore560087, India |
||||||
Telephone : +91 80 679 05451 |
||||||
Fax: +1 214 291 4365 | ||||||
E-Fax: 442074923297@tls.ldsprod.com | ||||||
Email: european.loan.operations@jpmorgan.com | ||||||
with a copy to: | Loan and Agency Services Group | |||||
500 Stanton Christiana Road, NCC5, Floor 1 | ||||||
Newark, DE, 19713-2107, United States | ||||||
Attention: Joe Aftanis | ||||||
Telecopy: 201-639-5215 | ||||||
Telephone: 302-552-0847 |
provided that any notice, request or demand to or upon the Administrative Agent or the Lenders shall not be effective until received.
10.3 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
10.4 Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.
10.5 Payment of Expenses and Taxes . Each Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including the reasonable and documented fees and disbursements of outside counsel to the Administrative Agent and filing and recording fees and expenses, (b) to pay all reasonable out-of-pocket expenses incurred by each Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, each Issuing Lender and the Administrative Agent for all its costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other
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documents, or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, including the documented fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and each Issuing Lender and of counsel to the Administrative Agent and (d) to pay, indemnify, and hold each Lender, each Issuing Lender and the Administrative Agent and their respective Affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each, an Indemnitee ) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any claim, litigation, investigation or proceeding regardless of whether any Indemnitee is a party thereto and whether or not the same are brought by any Borrower, its equity holders, affiliates or creditors or any other Person, including any of the foregoing relating to the use of proceeds of the Loans or Letters of Credit (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Company or any of its Subsidiaries or any of the Properties and (x) the reasonable fees and expenses of one firm of legal counsel for all Indemnitees, taken as a whole, (y) if reasonably necessary, a single local counsel for all Indemnitees, taken as a whole, in each relevant jurisdiction and (z) solely in the case of an actual or potential conflict of interest, one additional counsel in each jurisdiction for each group of similarly situated affected Indemnitees, taken as a whole, in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the Indemnified Liabilities ); provided , that no Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (i) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or such Indemnitees controlled Affiliates or any of its or their respective officers, directors, employees, agents or advisors (which, in the case of such agents or advisors are acting at the express direction of such Indemnitee), (ii) result from a claim brought by any Borrower or any other Loan Party against an Indemnitee for a material breach in bad faith of such Indemnitees obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (iii) relate to any proceeding that does not involve an act or omission of any Borrower or any of their Affiliates and that is brought by an Indemnitee against any other Indemnitee, other than claims against an Indemnitee in its capacity, or in fulfilling its role, as an agent or arranger or any other similar role under the Facilities. Without limiting the foregoing, and to the extent permitted by applicable law, each Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to so waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such
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damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee. To the fullest extent permitted by applicable law, each party hereto agrees that it shall not assert, and hereby waives, any claim against any other party hereto and any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof; provided that the foregoing shall not limit the obligations of the Borrowers under this Section 10.5 in respect of any such damages claimed against the Indemnitees by Persons other than Indemnitees. All amounts due under this Section 10.5 shall be payable promptly after written demand therefor. The agreements in this Section 10.5 shall survive repayment of the Loans and all other amounts payable hereunder. This Section 10.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.
10.6 Successors and Assigns; Participations and Assignments .
(a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (except in a transaction permitted by Section 7.4).
(b) Any Lender may, without the consent of any Borrower or the Administrative Agent, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities other than an Ineligible Institution (each, a Participant ) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lenders obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers, the Issuing Lenders, the other Lenders and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of or interest on, the Loans or any fees payable hereunder, postpone the date of any scheduled amortization payment or the final maturity of the Loans, in each case to the extent subject to such participation. Each Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as
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provided in Section 10.7(a) as fully as if it were a Lender hereunder. Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 (subject to the requirements and limitations in Section 2.21) with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that such Participant (i) agrees to be subject to the provisions of Sections 2.23 and 2.24 as if it were an assignee under paragraph (c) of this Section and (ii) shall not be entitled to receive any greater amount pursuant to Section 2.20 or 2.21 than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participants interest in the Loans or other obligations under this Agreement (the Participant Register ); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participants interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
As used herein, Ineligible Institution means (a) a natural person, (b) a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (c) any of the Company and its Subsidiaries and Affiliates.
(c) Any Lender (an Assignor ) may, in accordance with applicable law, at any time and from time to time assign to any Lender, any affiliate of any Lender or any Lender Affiliate or, with the consent of the Borrowers and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity other than an Ineligible Institution (an Assignee ) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Assumption, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (i) no such assignment to an Assignee (other than any Lender, any affiliate of any Lender or any Lender Affiliate) shall be in an aggregate principal amount of less than $5,000,000 in the case of Revolving Commitments or $500,000 in the case of Term Loans (provided that assignments made by any Lender on the same day to an Assignee and its affiliates (including any Lender Affiliates) and contemporaneous assignments by Lender Affiliates to a single Assignee may be treated as a single assignment for purposes of satisfying any such minimum assignment amount requirement (other than in the case of an assignment of all of a Lenders interests under the applicable Facility)), (ii) after giving effect to any such assignment, such Lender and its affiliates (including any Lender
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Affiliates) shall retain Commitments and Term Loans in an aggregate principal amount of at least $5,000,000 in the case of Revolving Commitments and $500,000 in the case of Term Loans (other than in the case of an assignment of all of a Lenders interests under the applicable Facility), in each case unless otherwise agreed by the applicable Borrower(s) and the Administrative Agent, (iii) no Lender may assign any interest in the Revolving Facility (other than, with the consent of the Administrative Agent, not to be unreasonably withheld or delayed, to an affiliate of such Lender or, to another Lender then holding Revolving Commitments) without the consent of the Administrative Agent, the Borrowers, each Issuing Lender and each Swingline Lender (not to be unreasonably withheld or delayed) and (iv) each Borrower shall be deemed to have consented to an assignment if it has not objected thereto by written notice to the Administrative Agent within five Business Days of its receipt of notice thereof. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its related Lender Affiliates, if any (other than in the case of an assignment of all of a Lenders interests under this Agreement). Any such assignment need not be ratable as among the Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Assumption, (x) the Assignee thereunder shall be deemed a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder with a Commitment and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of an Assignors rights and obligations under this Agreement, such Assignor shall cease to be a party hereto). Notwithstanding any provision of this Section 10.6, the consent of the Borrowers shall not be required for any assignment that occurs when an Event of Default pursuant to Sections 8(a) or 8(f) shall have occurred and be continuing with respect to any Borrower.
(d) The Administrative Agent shall, on behalf of the Borrowers, maintain at its address referred to in Section 10.2 a copy of each Assignment and Assumption delivered to it and a register (the Register ) for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount (and stated interest) of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Assumption, and thereupon one or more new Notes shall be issued to the designated Assignee. The Register shall be available for inspection by any Lender at any reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an Assignment and Assumption executed by an Assignor, an Assignee and any other Person whose consent is required by Section 10.6(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which shall not be an obligation of the Borrowers), the Administrative Agent shall (i) promptly accept such Assignment and Assumption and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto.
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(f) The Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignees compliance procedures and applicable laws, including Federal and state securities laws.
(g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 10.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank or other central banking authority having jurisdiction over such Lender in accordance with applicable law.
(h) Each applicable Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (g) above.
(i) Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6, whether or not such assignment or transfer is reflected in the Register, shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section 10.6.
10.7 Adjustments; Set -off .
(a) Except to the extent that (i) this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility or (ii) a payment is made in respect of Cash Management Obligations, if any Lender (a Benefitted Lender ) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest; provided further, that to the extent prohibited by applicable law as described in the definition of Excluded Swap Obligation, no amounts received from, or set off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.
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(b) In addition to any rights and remedies of the Lenders and the Issuing Lenders provided by law, each Lender and each Issuing Lender shall have the right, without prior notice to any Borrower, any such notice being expressly waived by each Borrower to the extent permitted by applicable law, upon any amount owing by a Borrower hereunder becoming due and payable (whether at the stated maturity, by acceleration or otherwise) and remaining unpaid past any applicable grace period, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, such Issuing Lender or, in each case, any Affiliate, branch or agency thereof to or for the credit or the account of such Borrower, as the case may be. Each Lender and each Issuing Lender agrees promptly to notify each applicable Borrower and the Administrative Agent after any such setoff and application made by such Lender or such Issuing Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.
10.8 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the Administrative Agent.
10.9 Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10.10 Integration . This Agreement and the other Loan Documents represent the agreement of the Borrowers, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
10.11 GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
10.12 Submission To Jurisdiction; Waivers .
(a) Each Borrower hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the
159
United States for the Southern District of New York in New York County, and appellate courts from any thereof; provided , that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;
(ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower, as the case may be at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(v) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
(b) Upon any Subsidiary becoming a Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint the Company or an agent for service of process located in the City of New York (the New York Process Agent ), reasonably satisfactory to the Administrative Agent, as its agent to receive on behalf of such Foreign Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in paragraph (a) of this Section and agrees promptly to appoint a successor New York Process Agent in the City of New York (which successor New York Process Agent shall accept such appointment in a writing reasonably satisfactory to the Administrative Agent) prior to the termination for any reason of the appointment of the initial New York Process Agent. In any such action or proceeding in such New York State or Federal court, such service may be made on such Foreign Subsidiary Borrower by delivering a copy of such process to such Foreign Subsidiary Borrower in care of the New York Process Agent at the New York Process Agents address and by depositing a copy of such process in the mails by certified or registered air mail, addressed to such Foreign Subsidiary Borrower at its address specified in the Joinder Agreement (such service to be effective upon such receipt by the New York Process Agent and the depositing of such process in the mails as aforesaid). Each Foreign Subsidiary Borrower hereby irrevocably and unconditionally authorizes and directs the New York Process Agent to accept such service on its behalf. As an alternate method of service, each Foreign Subsidiary Borrower irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of
160
such process to such Foreign Subsidiary Borrower by certified or registered air mail at its address specified in the Joinder Agreement. Each Foreign Subsidiary Borrower agrees that, to the fullest extent permitted by applicable law, a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
To the extent that any Foreign Subsidiary Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, such Foreign Subsidiary Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement or any other Loan Document.
10.13 Acknowledgments . Each Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;
(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and each Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among any Borrower and the Lenders.
10.14 Releases of Guarantees and Liens .
(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Trustee are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Company having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including in connection with the Spin-Off and transactions related thereto to the extent permitted pursuant to Section 7.5(t) or Section 7.5(z), as applicable) or that has been consented to in accordance with Section 10.1, (ii) under the circumstances described in paragraph (b) below and (iii) upon the occurrence and during the continuation of a Suspension Period Event, subject to and in accordance with the provisions of Section 3.15(c) of the Guarantee Agreement and Section 7.12(b), (f), (g) and (h) of the Collateral Agreement.
(b) At such time as the Loans, the Reimbursement Obligations and the other obligations under the Loan Documents (other than obligations under or in respect of Hedge Agreements and contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the
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Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Trustee and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.
(c) The Administrative Agent and the Lenders agree that Liens on assets of the Loan Parties created by the Loan Documents will be terminated and released upon the transfer of such assets to a Foreign Subsidiary (other than a Foreign Subsidiary Borrower or Foreign Guarantor) pursuant to Section 7.5(r). The Administrative Agent and the Collateral Trustee are hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action requested by the Company to effect any termination or release described in this paragraph (c).
10.15 Confidentiality . Each of the Administrative Agent and each Lender agrees to keep confidential all Information (as defined below); provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such Information (a) to the Administrative Agent, any other Lender, any affiliate of any Lender or any Lender Affiliate, (b) to any pledgee referred to in Section 10.6(g) or any Transferee or prospective Transferee that agrees to comply with the provisions of this Section or the provisions of another agreement having comparable confidentiality provisions, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, including audits and examinations conducted by bank accountants, any governmental bank regulatory authority exercising examination or regulatory authority or self-regulatory authorities, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lenders investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any remedy hereunder or under any other Loan Document, (j) to any direct or indirect contractual counterparty in swap agreements or such contractual counterpartys professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.15), (k) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (l) to a credit insurer or (m) if agreed by the Company in its sole discretion, to any other Person. For the purposes of this Section, Information means all information received from the Company relating to the Company or its business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a non-confidential basis prior to disclosure by the Company; provided that, in the case of information received from the Company after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. The Administrative Agent, Arrangers and the Lenders may disclose the existence of this Agreement and information about this Agreement that is routinely provided by arrangers to such service providers to market data service providers (including league table providers) that serve the lending industry.
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Each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Company and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
All information, including requests for waivers and amendments, furnished by the Company or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public information about the Company and its Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Company and the Administrative Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
10.16 WAIVERS OF JURY TRIAL . THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
10.17 USA Patriot Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Borrower and each Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and each Guarantor and other information that will allow such Lender to identify each Borrower and each Guarantor in accordance with the Patriot Act.
10.18 No Fiduciary Duty . Each Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory or agency relationship between the Loan Parties and the Credit Parties is intended to be or has been created in respect of any of the transactions contemplated by this Agreement or the other Loan Documents, irrespective of whether the Credit Parties have advised or are advising the Loan Parties on other matters, (b) the Credit Parties, on the one hand, and the Loan Parties, on the other hand, have an arms length business relationship that does not directly or indirectly give rise to, nor do any of the Loan Parties rely on, any fiduciary duty to any of the Loan Parties or their affiliates on the part of the Credit Parties, (c) the Loan Parties are capable of evaluating and understanding, and the Loan Parties understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement and the other Loan Documents, (d) the Loan Parties have been advised that the Credit Parties are engaged in a broad range of transactions that may involve interests that differ from the Loan Parties interests and that the Credit Parties have no obligation to disclose such interests and transactions to the Loan Parties, (e) the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent the Loan Parties have deemed appropriate, (f) each Credit Party has been, is, and will be
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acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties, any of their affiliates or any other Person and (g) none of the Credit Parties has any obligation to the Loan Parties or their affiliates with respect to the transactions contemplated by this Agreement or the other Loan Documents except those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Credit Party and the Loan Parties or any such affiliate.
10.19 Usury . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the Maximum Rate ). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excessive interest shall be applied to the principal of the Obligations or, if it exceeds the unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged or received by Administrative Agent or any Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate and spread, in equal or unequal parts, the total amount of interest throughout the contemplated term of this Agreement.
10.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
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10.21 Conversion of Currencies .
(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto (including, upon any Subsidiary becoming a Subsidiary Borrower, such Subsidiary Borrower) agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.
(b) The obligations of the Company and the Subsidiary Borrowers in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the Applicable Creditor ) shall, notwithstanding any judgment in a currency (the Judgment Currency ) other than the currency in which such sum is stated to be due hereunder (the Agreement Currency ), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Company and the Subsidiary Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Company and the Subsidiary Borrowers contained in this Section 10.21 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.
10.22 Separate Obligations . For the avoidance of doubt, the Administrative Agent, each Issuing Lender, each Lender and each Loan Party acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any of the other Loan Documents, the Obligations of the Foreign Loan Parties under this Agreement or any of the other Loan Documents shall be separate and distinct from the Obligations of the Domestic Loan Parties, and the Obligations of the Foreign Loan Parties shall be expressly limited to the Obligations of the Foreign Subsidiary Borrowers and Foreign Guarantors (the Foreign Obligations ). In furtherance of the foregoing, each of the parties acknowledges and agrees that the liability of any Foreign Loan Party for the payment and performance of its covenants, representations and warranties set forth in this Agreement and the other Loan Documents shall be several from and not joint with the Obligations of the Domestic Loan Parties (the Domestic Obligations ); the Foreign Loan Parties shall not guarantee the Domestic Obligations (including, for the avoidance of doubt, any guarantees by the Domestic Loan Parties of the Foreign Obligations); and the Collateral of the Foreign Loan Parties shall not secure or be applied in satisfaction, by way of payment, prepayment, or otherwise, of all or any portion of the Domestic Obligations (including, for the avoidance of doubt, any guarantees by the Domestic Credit Parties of the Foreign Obligations). Notwithstanding the above, the Domestic Loan Parties shall guarantee the payment and performance of the Foreign Obligations, and the Collateral of the Domestic Loan Parties shall secure such guarantees, in each case as set forth in and in accordance with the applicable Security Documents.
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10.23 Several Obligations . The respective obligations of the Lenders under this Agreement are several and not joint and no Lender shall be responsible for the failure of any other Lender to satisfy its obligations hereunder.
10.24 Intercreditor Agreement . Each of the Administrative Agent and each Lender hereby acknowledge that it is subject to and bound by the provisions of the Intercreditor Agreement in its capacity as a holder of Additional Senior Class Debt (as defined in the Intercreditor Agreement).
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.
TENNECO INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance |
[Credit Agreement]
JPMORGAN CHASE BANK, N.A., |
as Administrative Agent and as a Lender |
By: /s/ Gene R. Riego de Dios |
Name: Gene R. Riego de Dios |
Title: Executive Director |
[Credit Agreement]
Barclays Bank PLC, as a Lender |
By: /s/ Craig Malloy |
Name: Craig Malloy |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
BANK OF AMERICA, N.A., as a Lender |
By: /s/ Brian Lukehart |
Name: Brian Lukehart |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
CITIBANK, N.A., as a Lender |
By: /s/ Andrew Padovano |
Name: Andrew Padovano |
Title: Vice President |
[Signature Page to Tenneco Credit Agreement]
MUFG BANK, LTD., as a Lender |
By: /s/ Eric Hill |
Name: Eric Hill |
Title: Authorized Signatory |
[Signature Page to Tenneco Credit Agreement]
Sumitomo Mitsui Banking Corporation, as a Lender |
By: /s/ Katsuyuki Kubo |
Name: Katsuyuki Kubo |
Title: Managing Director |
[Signature Page to Tenneco Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender |
By: /s/ Matt J. Perrizo |
Name: Matt J. Perrizo |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
BRANCH BANKING AND TRUST COMPANY, as a Lender |
By: /s/ John P. Malloy |
Name: John P. Malloy |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
Canadian Imperial Bank of Commerce, New York Branch as a Lender |
By: /s/ Andrew Campbell |
Name: Andrew Campbell |
Title: Authorized Signatory |
By: /s/ Melissa Brown |
Name: Melissa Brown |
Title: Authorized Signatory |
[Signature Page to Tenneco Credit Agreement]
Commerzbank AG, New York Branch, as a Lender |
By: /s/ Anne Culver |
Name: Anne Culver |
Title: Vice President |
By: /s/ Tak Cheng |
Name: Tak Cheng |
Title: Assistant Vice President |
[Signature Page to Tenneco Credit Agreement]
HSBC BANK USA, N.A. |
By: /s/ Andrew M Horn |
Name: Andrew M Horn |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
Mizuho Bank, Ltd., as a Lender |
By: /s/ Raymond Ventura Jr. |
Name: Raymond Ventura, Jr. |
Title: Managing Director |
[Signature Page to Tenneco Credit Agreement]
PNC Bank, National Association, as a Lender |
By: /s/ Kristin Lenda |
Name: Kristin Lenda |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
U.S. BANK NATIONAL ASSOCIATION, as a Lender |
By: /s/ Jeffrey S. Johnson |
Name: Jeffrey S. Johnson |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
Fifth Third Bank, as a Lender |
By: /s/ Kurt Marsan |
Name: Kurt Marsan |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
Capital One, N.A., as a Lender |
By: /s/ Patrick Flaherty |
Name: Patrick Flaherty |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
Citizens Bank, N.A., as a Lender |
By: /s/ Stephen A. Maenhout |
Name: Stephen A. Maenhout |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
KBC BANK N.V., NEW YORK BRANCH, as a Lender |
By: /s/ Nicholas Fiore |
Name: Nicholas Fiore |
Title: Director |
By: /s/ Susan Silver |
Name: Susan Silver |
Title: Managing Director |
[Signature Page to Tenneco Credit Agreement]
TD BANK, N.A, as a Lender |
By: /s/ Bernadette Collins |
Name: Bernadette Collins |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
Royal Bank of Canada, as a Lender |
By: /s/ James F. Disher |
Name: James F. Disher |
Title: Authorized Signatory |
[Signature Page to Tenneco Credit Agreement]
Santander Bank, N.A., as a Lender |
By: /s/ Brett Johnson |
Name: Brett Johnson |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
BNP PARIBAS, as a Lender |
By: /s/ Monica Tilani |
Name: Monica Tilani |
Title: Vice President |
By: /s/ Richard Pace |
Name: Richard Pace |
Title: Managing Director |
[Signature Page to Tenneco Credit Agreement]
Industrial and Commercial Bank of China Limited, New York Branch, as a Lender |
By: /s/ Jing Qu |
Name: Jing Qu |
Title: Assistant Vice President |
By: /s/ Yuan Lu |
Name: Yuan Lu |
Title: Head of Corporate Banking Department |
[Signature Page to Tenneco Credit Agreement]
SUNTRUST BANK, as a Lender |
By: /s/ Lisa Garling |
Name: Lisa Garling |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
ING Bank N.V., Dublin branch , as a Lender |
By: /s/ Sean Hassett |
Name: Sean Hassett |
Title: Director |
By: /s/ Shaun Hawley |
Name: Shaun Hawley |
Title: Director |
[Signature Page to Tenneco Credit Agreement]
The Huntington National Bank, as a Lender |
By: /s/ Mark Zobel |
Name: Mark Zobel |
Title: Vice President |
[Signature Page to Tenneco Credit Agreement]
The Northern Trust Company, as a Lender |
By: /s/ Keith L. Burson |
Name: Keith L. Burson |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
ICICI Bank Limited New York Branch, as a Lender |
By: /s/ Akashdeep Sarpal |
Name: AKASHDEEP SARPAL |
Title: COUNTRY HEAD USA |
[Signature Page to Tenneco Credit Agreement]
Associated Bank N.A ., as a Lender |
By: /s/ Rodney Murray |
Name: Rodney Murray |
Title: Group Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
COMERICA BANK, as a Lender |
By: /s/ Robert Wilson |
Name: Robert Wilson |
Title: Vice President |
[Signature Page to Tenneco Credit Agreement]
The First Bank of Highland Park, as a Lender |
By: /s/ Lynn M. Rosinsky |
Name: Lynn M. Rosinsky |
Title: Senior Vice President |
[Signature Page to Tenneco Credit Agreement]
Annex A
PRICING GRID FOR REVOLVING FACILITY (INCLUDING SWINGLINE LOANS) AND TRANCHE A TERM FACILITY
Level |
Consolidated Net Leverage
Ratio |
Applicable Margin
for Eurodollar Loans or
|
Applicable Margin for ABR
Loans |
Commitment Fee Rate | ||||
I | Greater than or equal to 2.50 to 1.0 | 1.75% | 0.75% | 0.30% | ||||
II | Less than 2.50 to 1.0 and greater than or equal to 1.50 to 1.0 | 1.50% | 0.50% | 0.25% | ||||
III | Less than 1.50 to 1.0 | 1.25% | 0.25% | 0.20% |
Changes in the Applicable Margin with respect to Revolving Loans, Swingline Loans, Tranche A Term Loans or the Commitment Fee Rate resulting from changes in the Consolidated Net Leverage Ratio shall become effective on the date (the Adjustment Date ) on which financial statements are delivered to the Lenders pursuant to Section 6.1(a) or (b) (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Net Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this definition be deemed to be greater than 2.50 to 1.0. In addition, at all times while an Event of Default shall have occurred and be continuing, the Consolidated Net Leverage Ratio shall for the purposes of this definition be deemed to be greater than 2.50 to 1.0. Each determination of the Consolidated Net Leverage Ratio pursuant to this pricing grid shall be made with respect to (or, in the case of clause (a) of the definition thereof, as at the end of) the period of four consecutive fiscal quarters of the Company ending at the end of the period covered by the relevant financial statements.
SCHEDULE 1.1A
COMMITMENTS
Revolving and Tranche A Commitments
Name of Lender |
Revolving
Commitment |
Tranche A Term
Commitment |
Total | |||||||||
JPMORGAN CHASE BANK, N.A. |
$ | 78,839,285.72 | $ | 92,589,285.71 | $ | 171,428,571.43 | ||||||
BARCLAYS BANK PLC |
$ | 78,839,285.72 | $ | 92,589,285.71 | $ | 171,428,571.43 | ||||||
BANK OF AMERICA, N.A. |
$ | 78,839,285.71 | $ | 92,589,285.71 | $ | 171,428,571.42 | ||||||
CITIBANK, N.A. |
$ | 78,839,285.71 | $ | 92,589,285.71 | $ | 171,428,571.42 | ||||||
MUFG BANK, LTD. |
$ | 78,839,285.71 | $ | 92,589,285.72 | $ | 171,428,571.43 | ||||||
SUMITOMO MITSUI BANKING CORPORATION |
$ | 78,839,285.71 | $ | 92,589,285.72 | $ | 171,428,571.43 | ||||||
WELLS FARGO BANK, NATIONAL ASSOCIATION |
$ | 78,839,285.72 | $ | 92,589,285.72 | $ | 171,428,571.44 | ||||||
BRANCH BANKING AND TRUST COMPANY |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
COMMERZBANK AG, NEW YORK BRANCH |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
HSBC BANK USA, N.A. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
MIZUHO BANK, LTD. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
PNC BANK, NATIONAL ASSOCIATION |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
U.S. BANK NATIONAL ASSOCIATION |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
FIFTH THIRD BANK |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
CAPITAL ONE, N.A. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
CITIZENS BANK, N.A. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
KBC BANK N.V., NEW YORK BRANCH |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
TD BANK, N.A. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
ROYAL BANK OF CANADA |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
SANTANDER BANK, N.A. |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 |
BNP PARIBAS |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
SUNTRUST BANK |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
ING BANK N.V., DUBLIN BRANCH |
$ | 46,875,000.00 | $ | 53,125,000.00 | $ | 100,000,000.00 | ||||||
THE HUNTINGTON NATIONAL BANK |
$ | 23,437,500.00 | 26,562,500.00 | 50,000,000.00 | ||||||||
THE NORTHERN TRUST COMPANY |
$ | 23,437,500.00 | $ | 26,562,500.00 | $ | 50,000,000.00 | ||||||
ICICI BANK LIMITED NEW YORK BRANCH |
$ | 20,000,000.00 | $ | 0.00 | $ | 20,000,000.00 | ||||||
ASSOCIATED BANK N.A. |
$ | 14,062,500.00 | $ | 15,937,500.00 | $ | 30,000,000.00 | ||||||
COMERICA BANK |
$ | 11,718,750.00 | $ | 13,281,250.00 | $ | 25,000,000.00 | ||||||
THE FIRST BANK OF HIGHLAND PARK |
$ | 11,718,750.00 | $ | 13,281,250.00 | $ | 25,000,000.00 | ||||||
|
|
|
|
|
|
|||||||
Total |
$ | 1,500,000,000.00 | $ | 1,700,000,000.00 | $ | 3,200,000,000.00 | ||||||
|
|
|
|
|
|
L/C Commitments
Issuing Lender |
L/C Commitment | |||
JPMORGAN CHASE BANK, N.A. |
$ | 33,333,333.34 | ||
BARCLAYS BANK PLC |
$ | 33,333,333.33 | ||
BANK OF AMERICA, N.A. |
$ | 33,633,333.33 | ||
CITIBANK, N.A. |
$ | 33,333,333.33 | ||
MUFG BANK, LTD. |
$ | 33,333,333.33 | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION |
$ | 33,333,333.33 | ||
|
|
|||
Total |
$ | 200,299,999.99 | * | |
|
|
* |
L/C Commitments subject to limit set forth Section 3.1(a) of the Credit Agreement. |
Tranche B Term Commitments
Name of Lender |
Tranche B Term
Commitment |
|||
JPMORGAN CHASE BANK, N.A. |
$ | 1,700,000,000.00 | ||
|
|
|||
Total |
$ | 1,700,000,000.00 | ||
|
|
SCHEDULE 1.1B
MORTGAGED PROPERTY
Part A
1. |
Facility: |
Paragould, Arkansas* |
||
Address: |
1601 Highway 49B North Paragould, AR 72450 |
|||
County Situated In: |
Greene |
|||
Owned by: |
Tenneco Automotive Operating Company Inc. |
|||
2. |
Facility: |
Paragould, Arkansas* |
||
Address: |
2000 Bolton St. Paragould, AR 72450 |
|||
County Situated In: |
Greene |
|||
Owned by: |
Tenneco Automotive Operating Company Inc. |
|||
3. |
Facility: |
Grass Lake, Michigan* |
||
Address: |
3901 Willis Road Grass Lake, Michigan 49240 |
|||
County Situated In: |
Jackson |
|||
Owned by: |
Tenneco Automotive Operating Company Inc. |
|||
4. |
Facility: |
Napoleon, Ohio* |
||
Address: |
11800 State Route 424 Napoleon, Ohio 43545 |
|||
County Situated In: |
Henry |
|||
Owned by: |
The Pullman Company |
|||
5. |
Facility: |
Smithville, Tennessee* |
||
Address: |
645 East Broad Street Smithville, TN 37166 |
|||
County Situated In: |
DeKalb |
|||
Owned by: |
Tenneco Automotive Operating Company Inc. |
|||
6. |
Facility: |
Hartwell, Georgia* |
||
Address: |
200 McIntyre Drive Hartwell, GA 30643-1709 |
|||
County Situated In: |
Hart |
|||
Owned by: |
Tenneco Automotive Operating Company Inc. |
* |
Indicates that the property falls below the $15,000,000 threshold for purposes of Section 4.19(b) of the Credit Agreement. |
* |
Indicates that the property falls below the $15,000,000 threshold for purposes of Section 4.19(b) of the Credit Agreement. |
SCHEDULE 1.1C
EXISTING LETTERS OF CREDIT
Reference
# |
LC# |
Issuing Bank |
For the Account of |
Beneficiary |
Amount |
Expiration
Date |
Auto
Renew |
|||||||||||||
1. | 68138658 | Bank of America | Federal-Mogul LLC f/b/o Fel-Pro Inc. | Illinois Workers Compensation Commission | $ | 525,000.00 | 03/07/19 | Yes | ||||||||||||
2. | 68138069 | Bank of America | Federal-Mogul LLC on behalf of T&N Industries LLC | Liberty Mutual Insurance Company | $ | 435,189.00 | 03/07/19 | Yes | ||||||||||||
3. | 68138073 | Bank of America | Federal-Mogul LLC | Ohio Bureau of Workers Compensation | $ | 170,000.00 | 03/07/19 | Yes | ||||||||||||
4. | 68138072 | Bank of America | Federal-Mogul LLC | The Travelers Indemnity Company | $ | 2,600,000.00 | 03/07/19 | Yes | ||||||||||||
5. | 68138071 | Bank of America | Federal-Mogul LLC | The Travelers Indemnity Company | $ | 23,350,000.00 | 03/07/19 | Yes | ||||||||||||
6. | 68138074 | Bank of America | Federal-Mogul LLC | United States Environmental Protection Agency, Region III | $ | 300,000.00 | 03/13/19 | Yes | ||||||||||||
7. | 68138100 | Bank of America | Federal-Mogul LLC | XL Insurance America Inc. | $ | 75,000.00 | 03/13/19 | Yes | ||||||||||||
8. | 68138223 | Bank of America | Federal-Mogul LLC | State of Minnesota Department of Commerce | $ | 150,000.00 | 03/15/19 | Yes | ||||||||||||
9. | 68138147 | Bank of America | Federal-Mogul Products, Inc. | Commonwealth of Virginia Department of Environmental Quality | $ | 398,429.00 | 03/19/19 | Yes |
10. | 68138146 | Bank of America | Federal-Mogul Powertrain LLC | Commonwealth of Virginia Department of Environmental Quality | $ | 1,674,430.00 | 03/19/19 | Yes | ||||||||||||
11. | 68138110 | Bank of America | Federal-Mogul LLC o/b/o Federal-Mogul Motorparts LLC | Fr LEO Lane Property Holding LP | $ | 200,000.00 | 03/19/19 | Yes | ||||||||||||
12. | 68138109 | Bank of America | Federal-Mogul LLC | Michigan Department of Environmental Quality | $ | 175,000.00 | 03/19/19 | Yes | ||||||||||||
13. | 68138101 | Bank of America | Federal-Mogul LLC | Skymark Properties SPE LLC | $ | 3,000,000.00 | 03/19/19 | Yes | ||||||||||||
14. | 68138489 | Bank of America | Federal-Mogul LLC | Indiana Department of Environmental Management | $ | 295,536.00 | 04/05/19 | Yes | ||||||||||||
15. | 68138490 | Bank of America | Federal-Mogul Products, Inc. | Commonwealth of Virginia Department of Environmental Quality | $ | 269,765.00 | 04/12/19 | Yes | ||||||||||||
16. | 68138869 | Bank of America | Federal-Mogul Powertrain LLC | Michigan Underground Storage Tank Authority | $ | 10,000.00 | 05/01/19 | Yes |
SCHEDULE 1.1D
PERMITTED CASH POOLING AGREEMENTS
1. |
Cash Pooling Agreement, dated as of October 1, 2001, among Federal Mogul Holding Deutschland GmbH, Federal Mogul Netherlands BV, Irish Branch, Federal Mogul Ignition SA, Federal Mogul Holding Srl, Federal Mogul SA, Federal Mogul Friction Products SA, Federal Mogul Sarl, Federal Mogul Corporation, Federal Mogul SA and Bank Mendes Gans nv. |
2. |
Addendum to the Cash Pooling Agreement, dated as of July 28, 2005, among Federal Mogul Holding Deutschland GmbH, Federal Mogul Netherlands BV, Irish Branch, Federal Mogul Ignition SA, Federal Mogul Operations Italy Srl, Federal Mogul Friction Products SA, Federal Mogul Sarl, Federal Mogul SA, Federal Mogul Friction Producuts, a.s., Federal Mogul Gorzyce SA, Federal Mogul Sealing Systems Hungaria Bt, Federal Mogul Bimet Spolka Akcyjna, Federal Mogul Investments BV, Federal Mogul Canada Ltd., Coventry Assurance Ltd., Federal-Mogul Global B.V., Federal-Mogul Holdings B.V., Federal-Mogul Growth B.V., Federal-Mogul Ibérica, S.L., Federal Mogul de Mexico S.A. de C.V., Servicios Administrativos Industriales S.A. de C.V. and Bank Mendes Gans nv. |
3. |
Guaranty, dated as of January 15, 2015, by Federal-Mogul Corporation and accepted and agreed by Bank Mendes Gans N.V. |
4. |
Agreement on db-CashSweep, dated as of June 18, 2007, between Federal-Mogul Luxembourg S.a.r.l. and Deutsche Bank AG, as amended by (i) the Sweep Terms, dated as of September 24, 2007, among T&N Limited, AE International Ltd, AE Limited, Federal Mogul Aftermarket UK Limited, Federal Mogul Bradford Limited, Federal Mogul Camshaft Castings Limited, Federal Mogul Camshafts Limited, Federal Mogul Friction Products Limited, Federal Mogul Global Growth Limited, Federal Mogul Sintered Products Limited, Federal Mogul Sealing Systems Limited, T&N International Limited, T&N Investments Limited, T&N Trade Marks Limited, Federal Mogul Export Services Limited, as amended, restated, supplemented or otherwise modified from time to time; (ii) the Sweeping Terms, dated as of June 15, 2015, among F-M Motorparts Ltd., Federal-Mogul Aftermarket UK Ltd., Federal-Mogul Friction Products Ltd. and Payen International Ltd.; (iii) the Sweep Terms, dated February 24, 2011, between Federal Mogul Ltd and Piston Rings (UK) Limited. |
5. |
Entrustment Loan Omnibus Agreement, dated June 22, 2014, among Tenneco (Dalian) Exhaust System Co. Ltd., Tenneco (China) Co. Ltd., Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd., Tenneco (Guangzhou) Co. Ltd., Tenneco (Suzhou) Co. Ltd., Tenneco FAWSN (Changchun) Automobile Parts Co. Ltd., Tenneco Fusheng (Chengdu) Automobile Parts Co. Ltd., Tenneco FAWSN (Foshan) Automobile Parts Co. Ltd., Tenneco (Suzhou) Emission System Co. Ltd., Tenneco (Suzhou) Ride Control Co. Ltd. and JPMorgan Chase Bank (China) Company Limited Shanghai Branch. |
6. |
Multi-Entity Physical Cash Pooling Agreement, dated as of May 15, 2007, among Federal-Mogul Management (Shanghai) Co., Ltd, Federal-Mogul (Shanghai) Automotive Parts Co., Ltd, Federal-Mogul Friction Products Co., Ltd, Federal-Mogul (Qingdao) Automotive Parts Co., Ltd, Federal-Mogul Sealing System (Nanchang) Co., Ltd and Federal-Mogul Champion Spark Plug (Guangzhou) Limited, et el and Citibank (China) CO., Ltd. (Shanghai Branch) as amended from time to time and modified to revise the Federal-Mogul participants to include Federal-Mogul (China) Co., Ltd., Federal-Mogul (Qingdao) Automotive Parts Co., Ltd., Federal-Mogul Sealing System (Nanchang) Co., Ltd., Federal-Mogul Dongsuh (Qingdao) Piston Co., Ltd., Federal-Mogul Zhengsheng (Changsha) Piston Ring Co., Ltd., Federal-Mogul (Changshu) Automotive Parts Co., Ltd., Federal-Mogul (Dalian) Co., Ltd., Federal-Mogul (Shanghai) Automotive Parts Co., Ltd., Federal-Mogul Friction Products Co., Ltd., Federal-Mogul (Chongqing) Friction Materials Co., Ltd., Federal-Mogul (Langfang) Automotive Components Co., Ltd., Federal-Mogul Motorparts (Zhejiang) Limited. |
7. |
Overdraft and Cash Pooling Agreement between Federal-Mogul Holding Deutschland GmbH, Federal-Mogul Wiesbaden GmbH, Federal-Mogul Burscheid GmbH, Federal-Mogul Nurnberg GmbH, Federal-Mogul Friedberg GmbH, Federal-Mogul Vermogensverwaltungs GmbH and Commerzbank Aktiengesellschaft as amended. |
SCHEDULE 4.4
CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES
In connection with the Acquisition:
1. |
Filings with, and/or consents from, any government, agent, bureau, board, commission, court, department, agency or instrumentality thereof with jurisdiction over the formation, maintenance and good standing of entities (or similar ministerial requirements) required to be made by Federal-Mogul LLC or its Subsidiaries in jurisdictions they operate due to the change in the beneficial owner of such Subsidiaries resulting from the consummation of the transactions contemplated by the Membership Interest Purchase Agreement. |
2. |
Reportable event filing with the PBGC, made on May 4, 2018. |
3. |
Filings required under, and compliance under the other applicable requirements of, the HSR Act (as defined in the Membership Interest Purchase Agreement), including the filing of a Notification and Report Form pursuant to the HSR Act, made on April 24, 2018 and which waiting period expired on May 24, 2018. |
4. |
Approvals, consents or consultations required to consummate the transaction contemplated by the Membership Interest Purchase Agreement pursuant to any Antitrust Law (as defined in the Membership Interest Purchase Agreement) in any of the following jurisdictions, all of which have been obtained: |
a. |
European Union |
b. |
Brazil; |
c. |
Canada; |
d. |
China; |
e. |
India; |
f. |
Mexico; |
g. |
Russia; |
h. |
South Africa; and |
i. |
Turkey. |
5. |
Compliance with the Exchange Act, including filing with the SEC of the Proxy Statement (as defined in the Membership Interest Purchase Agreement), which was filed on August 2, 2018. |
6. |
Compliance with the rules and regulations of the New York Stock Exchange. |
7. |
Compliance with any applicable state securities or blue sky Requirements of Law. |
SCHEDULE 4.15
SUBSIDIARIES
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
1. | Armstrong Properties Pty. Ltd. | 100 | % | South Africa | ||||
2. | Autopartes Walker, S. de R.L. de C.V. | 100 | % | Mexico | ||||
3. | CEDs Inc. | 100 | % | Illinois | ||||
4. | Clevite Industries Inc. | 100 | % | Delaware | ||||
5. | Fric-Rot S.A.I.C. | 99.85 | % | Argentina | ||||
6. | Gillet Exhaust Manufacturing Ltd. | 100 | % | United Kingdom | ||||
7. | Gillet Pressings Cardiff Limited | 100 | % | United Kingdom | ||||
8. | J.W. Hartley (Motor Trade) Ltd. | 100 | % | United Kingdom | ||||
9. | Kinetic Pty. Ltd. | 100 | % | Australia | ||||
10. | Maco Inversiones S.A. | 99.999983 | % | Argentina | ||||
11. | McPherson Strut Company LLC | 100 | % | Delaware | ||||
12. | Monroe Amortisor Imalat Ve Ticaret Anonim Sirketi | 99.9386 | % | Turkey | ||||
13. | Monroe Australia Pty. Limited | 100 | % | Australia | ||||
14. | Monroe Czechia s.r.o. | 100 | % | Czech Republic | ||||
15. | Monroe Holding, S. de R.L. de C.V. | 100 | % | Mexico | ||||
16. | Monroe Manufacturing (Pty.) Ltd. | 100 | % | South Africa | ||||
17. | Monroe Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
18. | Monroe Packaging BVBA | 100 | % | Belgium | ||||
19. | Monroe Springs (Australia) Pty. Ltd. | 100 | % | Australia | ||||
20. | Monroe Springs (New Zealand) Limited | 100 | % | New Zealand | ||||
21. | Montagewerk Abgastechnik Emden GmbH | 50 | % | Germany | ||||
22. | Precision Modular Assembly Corp. | 100 | % | Delaware | ||||
23. | Proveedora Walker S. de R.L. de C.V. | 100 | % | Mexico | ||||
24. | Pullman Standard Inc. | 100 | % | Delaware | ||||
25. | Qingdao Tenneco FAWSN Automobile Parts Co., Ltd. | 100 | % | China | ||||
26. | Shanghai Tenneco Exhaust System Co., Ltd. | 55 | % | China | ||||
27. | TA (Australia) Group Pty. Ltd. | 100 | % | Australia | ||||
28. | Tenneco (Beijing) Exhaust System Co., Ltd. | 51 | % | China |
1 |
Indicates direct and indirect ownership by any Loan Party. |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
29. | Tenneco (Beijing) Ride Control System Co., Ltd. | 65 | % | China | ||||
30. | Tenneco (Changzhou) Ride Performance Co., Ltd. | 100 | % | China | ||||
31. | Tenneco (China) Co., Ltd. f/k/a Tenneco Automotive China Company (Shanghai) Ltd. | 100 | % | China | ||||
32. | Tenneco (Dalian) Exhaust System Co. Ltd. f/k/a Tenneco Tongtai (Dalian) Exhaust System Co., Ltd. | 100 | % | China | ||||
33. | Tenneco (Guangzhou) Co., Ltd. | 100 | % | China | ||||
34. | Tenneco (Mauritius) Limited | 100 | % | Mauritius | ||||
35. | Tenneco (MSCan) Operations Inc. | 100 | % | Canada | ||||
36. | Tenneco (MUSA) | 100 | % | California | ||||
37. | Tenneco (Suzhou) Co., Ltd. | 100 | % | China | ||||
38. | Tenneco (Suzhou) Emission System Co., Ltd. | 100 | % | China | ||||
39. | Tenneco (Suzhou) Ride Control System Co., Ltd. | 100 | % | China | ||||
40. | Tenneco (TM Asia) Ltd. | 100 | % | Taiwan | ||||
41. | Tenneco (TM Belgium) BVBA | 100 | % | Belgium | ||||
42. | Tenneco Asheville Inc. | 100 | % | Delaware | ||||
43. | Tenneco Asia Inc. | 100 | % | Delaware | ||||
44. | Tenneco Automotive (Thailand) Limited | 99.6 | % | Thailand | ||||
45. | Tenneco Automotive Brasil Ltda. | 99.99 | % | Brazil | ||||
46. | Tenneco Automotive Deutschland GmbH | 100 | % | Germany | ||||
47. | Tenneco Automotive Eastern Europe Sp. z.o.o. | 100 | % | Poland | ||||
48. | Tenneco Automotive Europe BVBA | 100 | % | Belgium | ||||
49. | Tenneco Automotive Europe Coordination Center BVBA | 100 | % | Belgium | ||||
50. | Tenneco Automotive Foreign Sales Corporation Limited | 100 | % | Jamaica | ||||
51. | Tenneco Automotive France S.A.S. | 100 | % | France | ||||
52. | Tenneco Automotive Holdings South Africa Pty. Ltd. | 74.9 | % | South Africa | ||||
53. | Tenneco Automotive Iberica, S.A. | 100 | % | Spain | ||||
54. | Tenneco Automotive Inc. Nevada | 100 | % | Nevada | ||||
55. | Tenneco Automotive India Private Limited | 100 | % | India | ||||
56. | Tenneco Automotive Italia S.r.l. | 100 | % | Italy | ||||
57. | Tenneco Automotive Nederland B.V. | 100 | % | Netherlands | ||||
58. | Tenneco Automotive Operating Company Inc. | 100 | % | Delaware |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
59. | Tenneco Automotive Polska Sp. z.o.o. | 100 | % | Poland | ||||
60. | Tenneco Automotive Port Elizabeth (Proprietary) Ltd. | 100 | % | South Africa | ||||
61. | Tenneco Automotive Portugal-Componentes Para Automovel, Unipessoal, LDA. | 100 | % | Portugal | ||||
62. | Tenneco Automotive Romania S.r.l. 1 | 100 | % | Romania | ||||
63. | Tenneco Automotive RSA Company | 100 | % | Delaware | ||||
64. | Tenneco Automotive Second RSA Company | 100 | % | Delaware | ||||
65. | Tenneco Automotive Services S.A.S. | 100 | % | France | ||||
66. | Tenneco Automotive Servicios Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
67. | Tenneco Automotive Trading Company | 100 | % | Delaware | ||||
68. | Tenneco Automotive UK Limited | 100 | % | United Kingdom | ||||
69. | Tenneco Automotive Volga LLC | 100 | % | Russia | ||||
70. | Tenneco Automotive Walker Inc. | 100 | % | Delaware | ||||
71. | Tenneco Brake, Inc. | 100 | % | Delaware | ||||
72. | Tenneco Brazil Ltda. | 99.99 | % | Brazil | ||||
73. | Tenneco Canada Inc. | 100 | % | Canada | ||||
74. | Tenneco Deutschland Holding GmbH | 100 | % | Germany | ||||
75. | Tenneco Eastern European Holdings S.a.r.l. | 100 | % | Luxembourg | ||||
76. |
Tenneco Eberspacher (Beijing) Exhaust System Co. Ltd. |
100 | % | China | ||||
77. | Tenneco Emission Control (Pty) Ltd f/k/a Gillet Exhaust Technologie | 100 | % | South Africa | ||||
78. | Tenneco Etain S.A.S. f/k/a Gillet Tubes Technologies S.A.S. | 100 | % | France q | ||||
79. | Tenneco Europe Limited | 100 | % | Delaware | ||||
80. | Tenneco FAWSN (Changchun) Automobile Parts Co., Ltd. f/k/a Tenneco FAW Sihuan (Changchun) Automobile Parts Co., Ltd. | 51 | % | China | ||||
81. | Tenneco FAWSN (Foshan) Automobile Parts Co., Ltd. | 100 | % | China | ||||
82. | Tenneco FAWSN (Tianjin) Automobile Parts Co., Ltd. | 100 | % | China | ||||
83. | Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd. f/k/a Chengdu Tenneco Tongtai Exhaust System Co., Ltd. | 55 | % | China |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
84. | Tenneco Global Holdings Inc. | 100 | % | Delaware | ||||
85. | Tenneco GmbH f/k/a Heinrich Gillet GmbH | 100 | % | Germany | ||||
86. | Tenneco Holdings Danmark ApS | 100 | % | Denmark | ||||
87. | Tenneco Hong Kong Holdings Limited | 100 | % | Hong Kong | ||||
88. | Tenneco Hungary Korlatolt Felelossegu Tarsasag | 100 | % | Hungary | ||||
89. | Tenneco Innovacion S.L. | 100 | % | Spain | ||||
90. | Tenneco International Holding Corp. | 100 | % | Delaware | ||||
91. | Tenneco International Luxembourg S.a.r.l. | 100 | % | Luxembourg | ||||
92. | Tenneco International Manufacturing S.a.r.l. | 100 | % | Luxembourg | ||||
93. | Tenneco Japan Ltd. f/k/a Tenneco Automotive Japan Ltd. | 100 | % | Japan | ||||
94. | Tenneco Korea Limited | 100 | % | Korea | ||||
95. | Tenneco Lingchuan (Chongqing) Exhaust System Co., Ltd. | 60 | % | China | ||||
96. | Tenneco Management (Europe) Limited | 100 | % | United Kingdom | ||||
97. | Tenneco Mauritius China Holdings Ltd. | 100 | % | Mauritius | ||||
98. | Tenneco Mauritius Holdings Limited | 100 | % | Mauritius | ||||
99. | Tenneco Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
100. | Tenneco Ride Control South Africa (Pty) Ltd. f/k/a Armstrong Hydraulics South Africa (Pty.) Ltd. | 100 | % | South Africa | ||||
101. | Tenneco Silesia Sp. z.o.o. | 100 | % | Poland | ||||
102. | Tenneco Sverige AB f/k/a Tenneco Automotive Sverige AB | 100 | % | Sweden | ||||
103. | Tenneco Walker (Tianjin) Exhaust System Co. Ltd. | 100 | % | China | ||||
104. | Tenneco Zwickau GmbH f/k/a Gillet-Abgassysteme Zwickau GmbH | 100 | % | Germany | ||||
105. | Tenneco-Eberspacher (Dalian) Exhaust System Co., Ltd. | 55 | % | China | ||||
106. | Tenneco-Walker (UK) Ltd. | 100 | % | United Kingdom | ||||
107. | The Pullman Company | 100 | % | Delaware | ||||
108. | The Tenneco Automotive (UK) Pension Scheme Trustee Limited | 100 | % | United Kingdom | ||||
109. | Thompson and Stammers (Dunmow) Number 6 Limited | 100 | % | United Kingdom |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
110. | Thompson and Stammers (Dunmow) Number 7 Limited | 100 | % | United Kingdom | ||||
111. | TM S.r.l. | 100 | % | Italy | ||||
112. | TMC Texas Inc. | 100 | % | Delaware | ||||
113. | Walker Australia Pty. Limited | 100 | % | Australia | ||||
114. | Walker Danmark ApS | 100 | % | Denmark | ||||
115. | Walker Electronic Silencing, Inc. | 100 | % | Delaware | ||||
116. | Walker Europe, Inc. | 100 | % | Delaware | ||||
117. | Walker Exhaust (Thailand) Company Limited | 99.9 | % | Thailand | ||||
118. | Walker Gillet (Europe) GmbH | 100 | % | Germany | ||||
119. | Walker Limited | 100 | % | United Kingdom | ||||
120. | Walker Manufacturing Company | 100 | % | Delaware | ||||
121. | Walker UK Limited | 100 | % | United Kingdom | ||||
122. | Wimetal S.A.S. | 100 | % | France | ||||
123. | Federal Mogul Argentina SA | 96.3349 | % | Argentina | ||||
124. | Federal-Mogul Plasticos Puntanos, S.A. | 96.3349 | % | Argentina | ||||
125. | Federal-Mogul Automotive Pty Ltd | 100 | % | Australia | ||||
126. | Federal-Mogul Motorparts Pty Ltd | 100 | % | Australia | ||||
127. | Federal-Mogul Pty Ltd | 100 | % | Australia | ||||
128. | Federal-Mogul EMEA Distribution Services, B.V.B.A. | 100 | % | Belgium | ||||
129. | Federal-Mogul Global Aftermarket EMEA, B.V.B.A. | 100 | % | Belgium | ||||
130. | Federal-Mogul S.A. | 100 | % | Belgium | ||||
131. | Coventry Assurance, Ltd. | 100 | % | Bermuda | ||||
132. | Federal-Mogul Componentes de Motores Ltda. | 100 | % | Brazil | ||||
133. | Federal-Mogul Industria de Autopecas Ltda. | 100 | % | Brazil | ||||
134. | Federal-Mogul Sistemas Automotivos Ltda. | 100 | % | Brazil | ||||
135. | Federal-Mogul Sistemas de Limpadores de Para-Brisas Ltda. | 100 | % | Brazil | ||||
136. | Federal-Mogul Sorocaba-Holding Ltda. | 100 | % | Brazil | ||||
137. | FM Participacoes e Investimentos Ltda. | 100 | % | Brazil | ||||
138. | Federal-Mogul Canada Limited | 100 | % | Canada | ||||
139. | Federal-Mogul (Changshu) Automotive Parts Co., Ltd | 100 | % | China | ||||
140. | Federal-Mogul (China) Co., Ltd. | 100 | % | China | ||||
141. | Federal-Mogul (Chongqing) Friction Materials Co., Ltd. | 100 | % | China |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
142. | Federal-Mogul (Dalian) Co., Ltd. | 100 | % | China | ||||
143. | Federal-Mogul Dong Feng (Shiyan) Engine Components, Co., Ltd. | 60 | % | China | ||||
144. | Federal-Mogul (Langfang) Automotive Components Co., Ltd. | 100 | % | China | ||||
145. | Federal-Mogul (Qingdao) Piston Co., Ltd. | 61.5 | % | China | ||||
146. | Federal-Mogul (Shanghai) Automotive Parts Co., Ltd | 100 | % | China | ||||
147. | Federal-Mogul (Tianjin) Surface Treatment Co., Ltd. | 100 | % | China | ||||
148. | Federal-Mogul ARN (Anqing) Powder Metallurgy Co., Ltd. | 50.1 | % | China | ||||
149. | Federal-Mogul Deva (Qingdao) Automotive Parts Co. Ltd. | 100 | % | China | ||||
150. | Federal-Mogul Dongsuh (Qingdao) Pistons Co., Ltd | 75.5 | % | China | ||||
151. | Federal-Mogul Friction Products Co., Ltd | 100 | % | China | ||||
152. | Federal-Mogul Motorparts (Pinghu) Trading Limited | 100 | % | China | ||||
153. | Federal-Mogul Motorparts (Qingdao) Co., Ltd. | 100 | % | China | ||||
154. | Federal-Mogul Motorparts (Zhejiang) Co., Ltd. | 100 | % | China | ||||
155. | Federal-Mogul Motorparts Management (Shanghai) Co., Ltd. | 100 | % | China | ||||
156. | Federal-Mogul Sealing System (Nanchang) Co., Ltd. | 100 | % | China | ||||
157. | Federal-Mogul Shanghai Bearings Co. Ltd. | 60 | % | China | ||||
158. | Federal-Mogul Shanghai Compound Material Co. Ltd. | 60 | % | China | ||||
159. | Federal-Mogul Yura Qingdao Ignition Co., Ltd. | 100 | % | China | ||||
160. | Federal-Mogul Zhengsheng (Changsha) Piston Ring Co., Ltd. | 95 | % | China | ||||
161. | Federal-Mogul Motorparts Colombia S.A.S. | 100 | % | Colombia | ||||
162. | Federal Mogul de Costa Rica, S.A. | 100 | % | Costa Rica | ||||
163. | Sapav Marketing Ltd | 100 | % | Cyprus | ||||
164. | Sibirica Energy Limited | 100 | % | Cyprus | ||||
165. | Federal-Mogul Friction Products a.s. | 100 | % | Czech Republic | ||||
166. | Federal-Mogul Valvetrain s.r.o. | 100 | % | Czech Republic |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
167. | Federal-Mogul Aftermarket Egypt Ltd. | 100 | % | Egypt | ||||
168. | Ateliers Juliette Adam SAS | 100 | % | France | ||||
169. | Federal Mogul Aftermarket France SAS | 100 | % | France | ||||
170. | Federal-Mogul Financial Services SAS | 100 | % | France | ||||
171. | Federal-Mogul Garennes SAS | 100 | % | France | ||||
172. | Federal-Mogul Ignition Products SAS | 100 | % | France | ||||
173. | Federal-Mogul Operations France S.A.S. | 100 | % | France | ||||
174. | Federal-Mogul SAS | 100 | % | France | ||||
175. | Federal-Mogul Services sarl | 100 | % | France | ||||
176. | Federal-Mogul Systems Protection SAS | 100 | % | France | ||||
177. | Federal-Mogul Valvetrain La Source SAS | 100 | % | France | ||||
178. | Federal-Mogul Valvetrain Schirmeck SAS | 100 | % | France | ||||
179. | Fonciere de Liberation SAS | 100 | % | France | ||||
180. | Saxid SAS | 100 | % | France | ||||
181. | Federal-Mogul Aftermarket GmbH | 100 | % | Germany | ||||
182. | Federal-Mogul Automotive GmbH & Co. KG | 100 | % | Germany | ||||
183. | Federal-Mogul Automotive Verwaltungs GmbH | 100 | % | Germany | ||||
184. | Federal-Mogul Betriebsgrundstucke Burscheid GmbH | 100 | % | Germany | ||||
185. | Federal-Mogul Bremsbelag GmbH | 100 | % | Germany | ||||
186. | Federal-Mogul Burscheid Beteiligungs GmbH | 100 | % | Germany | ||||
187. | Federal-Mogul Burscheid GmbH | 100 | % | Germany | ||||
188. | Federal-Mogul Deva GmbH | 100 | % | Germany | ||||
189. | Federal-Mogul Friction Products GmbH | 100 | % | Germany | ||||
190. | Federal-Mogul Friction Products International GmbH | 100 | % | Germany | ||||
191. | Federal-Mogul Friedberg GmbH | 100 | % | Germany | ||||
192. | Federal-Mogul Germany Investments Holding GmbH | 100 | % | Germany | ||||
193. | Federal-Mogul Holding Deutschland GmbH | 100 | % | Germany | ||||
194. | Federal-Mogul Ignition Deutschland Niederlassung der Federal-Mogul Ignition Company | 100 | % | Germany | ||||
195. | Federal-Mogul Ignition GmbH | 100 | % | Germany | ||||
196. | Federal-Mogul Motorparts Holding GmbH | 100 | % | Germany | ||||
197. | Federal-Mogul Nürnberg GmbH | 100 | % | Germany | ||||
198. | Federal-Mogul Powertrain Russia GmbH | 100 | % | Germany |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
199. | Federal-Mogul R&L Friedberg Casting GmbH & Co. KG | 100 | % | Germany | ||||
200. | Federal-Mogul Sealing Systems GmbH | 100 | % | Germany | ||||
201. | Federal-Mogul TP Europe GmbH & Co. KG | 66.67 | % | Germany | ||||
202. | Federal-Mogul TP Piston Rings GmbH | 66.6 | % | Germany | ||||
203. | Federal-Mogul Valvetrain GmbH | 100 | % | Germany | ||||
204. | Federal-Mogul Vermogensverwaltungs GmbH | 100 | % | Germany | ||||
205. | Federal-Mogul Verwaltungs und Beteiligungs GmbH | 100 | % | Germany | ||||
206. | Federal-Mogul Wiesbaden GmbH | 100 | % | Germany | ||||
207. | Goetze Wohnungsbau GmbH | 100 | % | Germany | ||||
208. | ISA Installations Steuerungs und Automatislerungs GmbH | 55 | % | Germany | ||||
209. | VTD Vakuumtechnik Dresden GmbH | 100 | % | Germany | ||||
210. | Federal-Mogul de Guatemala, S.A. | 100 | % | Guatemala | ||||
211. | Federal-Mogul (T&N) Hong Kong Limited | 100 | % | Hong Kong | ||||
212. | Federal-Mogul World Trade (Asia) Limited | 100 | % | Hong Kong | ||||
213. | Federal-Mogul Hungary KFT | 100 | % | Hungary | ||||
214. | Federal-Mogul Systems Protection Hungary KFT | 100 | % | Hungary | ||||
215. | Federal-Mogul Wipers Hungary Kft. | 100 | % | Hungary | ||||
216. | Federal-Mogul Anand Bearings India Limited | 51 | % | India | ||||
217. | Federal-Mogul Anand Sealings India Limited | 50.99999 | % | India | ||||
218. | Federal-Mogul Goetze (India) Ltd. | 74.98 | % | India | ||||
219. | Federal-Mogul Ignition Products India Limited | 99.999985 | % | India | ||||
220. | Federal-Mogul Motorparts (India) Limited | 100 | % | India | ||||
221. | Federal-Mogul Powertrain Solutions India Private Limited | 100 | % | India | ||||
222. | Motocare India Private Limited | 99.99 | % | India | ||||
223. | Federal-Mogul Italy S.R.L. | 100 | % | Italy | ||||
224. | Federal-Mogul Powertrain Italy S.R.L | 100 | % | Italy | ||||
225. | Saxid S.R.L. | 100 | % | Italy | ||||
226. | Federal-Mogul Japan K.K. | 100 | % | Japan | ||||
227. | Federal-Mogul Luxembourg S.a.r.l. | 100 | % | Luxembourg | ||||
228. | Federal-Mogul Holdings, Ltd. | 100 | % | Mauritius | ||||
229. | Federal-Mogul de Matamoros, S.de R.L. de C.V. | 100 | % | Mexico | ||||
230. | Federal-Mogul de Mexico, S. de R.L. de C.V. | 99.97 | % | Mexico |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
231. | Federal-Mogul Distribucion de Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
232. | Federal-Mogul FIL-P43, S. de R.L. de C.V. | 100 | % | Mexico | ||||
233. | Federal-Mogul FIL-S43, S. de R.L. de C.V. | 100 | % | Mexico | ||||
234. | Federal-Mogul Juarez S de RL de CV | 100 | % | Mexico | ||||
235. | Federal-Mogul Lighting, S. de R.L. de C.V. | 100 | % | Mexico | ||||
236. | Federal-Mogul Powertrain Mexico Distribucion S. de R.L. de C.V. | 100 | % | Mexico | ||||
237. | Federal-Mogul S. de R.L. de C.V. | 98.26 | % | Mexico | ||||
238. | Federal-Mogul SP Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
239. | Federal-Mogul Valve Train S. de R.L. de C.V. | 100 | % | Mexico | ||||
240. | F-M Holding Mexico, S.A. de C.V. | 100 | % | Mexico | ||||
241. | Forjas y Maquinas, S. de R.L. de C.V. | 100 | % | Mexico | ||||
242. | McCord Payen de Mexico S. de R.L. de C.V. | 100 | % | Mexico | ||||
243. | Productos de Frenos Automotrices de Calidad S.A. de C.V. | 100 | % | Mexico | ||||
244. | Raimsa, S. de R.L. de C.V. | 99.99 | % | Mexico | ||||
245. | Servicios Administrativos Industriales, S de R.L. de CV | 100 | % | Mexico | ||||
246. | Servicios de Componentes Automotrices, S.de R.L. de C.V. | 100 | % | Mexico | ||||
247. | Subensambles Internacionales, S. de R.L. de C.V. | 100 | % | Mexico | ||||
248. | T&N de Mexico, S. de R.L. de C.V. | 100 | % | Mexico | ||||
249. | Federal-Mogul Systems Protection Morocco SARL AU | 100 | % | Morocco | ||||
250. | Coöperatief Federal-Mogul Dutch Investments B.A. | 100 | % | Netherlands | ||||
251. | Federal-Mogul Investments B.V. | 100 | % | Netherlands | ||||
252. | Federal-Mogul Motorparts (Netherlands) B.V. | 100 | % | Netherlands | ||||
253. | Federal-Mogul Motorparts Holding B.V. | 100 | % | Netherlands | ||||
254. | Federal-Mogul Motorparts Minority Holding B.V. | 100 | % | Netherlands | ||||
255. | Federal-Mogul Powertrain (Netherlands) B.V. | 100 | % | Netherlands | ||||
256. | Federal-Mogul Powertrain Eastern Europe B.V. | 100 | % | Netherlands | ||||
257. | Federal-Mogul VCS Holding B.V. | 100 | % | Netherlands | ||||
258. | Federal-Mogul Motorparts Philippines, Inc. | 100 | % | Philippines | ||||
259. | Federal-Mogul Bimet Spolka Akcyjna | 94.9998 | % | Poland |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
260. | Federal-Mogul Financial Services Poland Sp.z.o.o. | 100 | % | Poland | ||||
261. | Federal-Mogul Gorzyce Sp. z o.o. | 100 | % | Poland | ||||
262. | Federal-Mogul Motorparts Poland Sp.z.o.o. | 100 | % | Poland | ||||
263. | Federal-Mogul Friction Products Ploiesti SRL | 100 | % | Romania | ||||
264. | Federal-Mogul Motorparts Ploiesti SRL | 100 | % | Romania | ||||
265. | Federal-Mogul Motorparts Services SRL | 100 | % | Romania | ||||
266. | Federal-Mogul Dimitrovgrad LLC | 100 | % | Russia | ||||
267. | Federal-Mogul Naberezhnye Chelny LLC | 60.61 | % | Russia | ||||
268. | Federal-Mogul Powertrain Vostok OOO | 100 | % | Russia | ||||
269. | Federal-Mogul VCS OOO | 100 | % | Russia | ||||
270. | Federal-Mogul Motorparts (Singapore) Pte. Ltd. | 100 | % | Singapore | ||||
271. | Federal-Mogul Singapore Investments Pte. Ltd. | 100 | % | Singapore | ||||
272. | Federal-Mogul (Pty) Ltd. | 100 | % | South Africa | ||||
273. | Federal-Mogul Aftermarket Southern Africa (Pty) Ltd. | 100 | % | South Africa | ||||
274. | Federal-Mogul of South Africa (Pty) Ltd. | 100 | % | South Africa | ||||
275. | Federal-Mogul Powertrain Systems SA (Pty) Ltd. | 100 | % | South Africa | ||||
276. | Federal-Mogul Asia Investments Holding Korea, Ltd. | 100 | % | South Korea | ||||
277. | Federal-Mogul Sejong Co., Ltd | 100 | % | South Korea | ||||
278. | Federal-Mogul Sejong Tech Ltd | 100 | % | South Korea | ||||
279. | Yura Federal Mogul Sejong Ignition Limited Liability Company | 51 | % | South Korea | ||||
280. | Federal-Mogul Aftermarket Espana, SA | 51 | % | Spain | ||||
281. | Federal-Mogul Friction Products Barcelona S.L. | 100 | % | Spain | ||||
282. | Federal-Mogul Friction Products S.A. | 100 | % | Spain | ||||
283. | Federal-Mogul Friction Spain S.L. | 100 | % | Spain | ||||
284. | Federal-Mogul Iberica S.L. | 100 | % | Spain | ||||
285. | Federal-Mogul Goteborg AB | 100 | % | Sweden | ||||
286. | Federal-Mogul Holding Sweden AB | 100 | % | Sweden | ||||
287. | F-M Holding Daros AB | 100 | % | Sweden | ||||
288. | Federal-Mogul GmbH | 100 | % | Switzerland | ||||
289. | Taiwan Federal-Mogul Motorparts Co. Ltd. | 100 | % | Taiwan | ||||
290. | Federal-Mogul (Thailand) Ltd. | 100 | % | Thailand | ||||
291. | Federal-Mogul Motorparts (Thailand) Limited | 100 | % | Thailand | ||||
292. | Federal-Mogul Serina Co. Ltd. | 66 | % | Thailand | ||||
293. | Parts Zone (Thailand) Co., Ltd | 53.6769 | % | Thailand |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
294. | A.E. Group Machines Limited | 100 | % | United Kingdom | ||||
295. | AE International Limited | 100 | % | United Kingdom | ||||
296. | FDML Holdings Ltd. | 100 | % | United Kingdom | ||||
297. | Federal-Mogul Aftermarket UK Limited | 100 | % | United Kingdom | ||||
298. | Federal-Mogul Asia Investments Ltd | 100 | % | United Kingdom | ||||
299. | Federal-Mogul Bradford Ltd | 100 | % | United Kingdom | ||||
300. | Federal-Mogul Controlled Power Limited | 100 | % | United Kingdom | ||||
301. | Federal-Mogul Coventry Limited | 100 | % | United Kingdom | ||||
302. | Federal-Mogul Employee Trust Administration Limited | 100 | % | United Kingdom | ||||
303. | Federal-Mogul Engineering Limited | 100 | % | United Kingdom | ||||
304. | Federal-Mogul Friction Products Limited | 100 | % | United Kingdom | ||||
305. | Federal-Mogul Global Growth Ltd | 100 | % | United Kingdom | ||||
306. | Federal-Mogul Limited | 100 | % | United Kingdom | ||||
307. | Federal-Mogul Technology Ltd | 100 | % | United Kingdom | ||||
308. | Federal-Mogul UK Investments Ltd | 100 | % | United Kingdom | ||||
309. | Federal-Mogul UK Powertrain Limited | 100 | % | United Kingdom | ||||
310. | Federal-Mogul Valvetrain Ltd | 100 | % | United Kingdom | ||||
311. | Ferodo Ltd. | 100 | % | United Kingdom | ||||
312. | F-M Motorparts Ltd | 100 | % | United Kingdom | ||||
313. | F-M Trademarks Ltd | 100 | % | United Kingdom | ||||
314. | Leeds Piston RingEng Co Ltd | 100 | % | United Kingdom | ||||
315. | Payen International Limited | 100 | % | United Kingdom | ||||
316. | Piston Rings (UK) Ltd. | 100 | % | United Kingdom | ||||
317. | Saxid Limited | 100 | % | United Kingdom | ||||
318. | Sintration Ltd | 100 | % | United Kingdom | ||||
319. | Wellworthy Ltd | 100 | % | United Kingdom | ||||
320. | Beck Arnley Holdings LLC | 100 | % | United States | ||||
321. | Carter Automotive Company LLC | 100 | % | United States | ||||
322. | Federal-Mogul Chassis LLC | 100 | % | United States | ||||
323. | Federal-Mogul Filtration LLC | 100 | % | United States | ||||
324. | Federal-Mogul Finance 1, LLC | 100 | % | United States | ||||
325. | Federal-Mogul Finance 2, LLC | 100 | % | United States | ||||
326. | Federal-Mogul Financing Corporation | 100 | % | United States | ||||
327. | Federal-Mogul Ignition LLC | 100 | % | United States | ||||
328. | Federal-Mogul Motorparts LLC | 100 | % | United States | ||||
329. | Federal-Mogul Piston Rings, LLC | 100 | % | United States |
SUBSIDIARY NAME |
PERCENTAGE
OF EACH CLASS OF CAPITAL STOCK OWNED BY ANY LOAN PARTY 1 |
JURISDICTION OF FORMATION |
||||||
330. | Federal-Mogul Powertrain IP LLC | 100 | % | United States | ||||
331. | Federal-Mogul Powertrain LLC | 100 | % | United States | ||||
332. | Federal-Mogul Products Company LLC | 100 | % | United States | ||||
333. | Federal-Mogul Risk Advisory Services LLC | 100 | % | United States | ||||
334. | Federal-Mogul Sevierville, LLC | 100 | % | United States | ||||
335. | Federal-Mogul Transaction LLC | 100 | % | United States | ||||
336. | Federal-Mogul Valve Train International LLC | 100 | % | United States | ||||
337. | Federal-Mogul World Wide LLC | 100 | % | United States | ||||
338. | Felt Products MFG. CO. LLC | 100 | % | United States | ||||
339. | Ferodo America, LLC | 100 | % | United States | ||||
340. | FM International, LLC | 100 | % | United States | ||||
341. | F-M Motorparts TSC LLC | 100 | % | United States | ||||
342. | F-M TSC Real Estate Holdings LLC | 100 | % | United States | ||||
343. | Gasket Holdings, LLC | 100 | % | United States | ||||
344. | Muzzy-Lyon Auto Parts LLC | 100 | % | United States | ||||
345. | Speyside Real Estate, LLC | 100 | % | United States | ||||
346. | T&N Industries, LLC | 100 | % | United States | ||||
347. | Federal-Mogul de Venezuela, C.A. | 100 | % | Venezuela | ||||
348. | Federal-Mogul (Vietnam) Ltd. | 100 | % | Vietnam |
SCHEDULE 4.19(a)
FINANCING STATEMENTS / FILING OFFICES
GRANTOR |
FILING OFFICE |
|
Tenneco Inc. | Delaware | |
Tenneco Automotive Operating Company Inc. | Delaware | |
Tenneco International Holding Corp. | Delaware | |
The Pullman Company | Delaware | |
Tenneco Global Holdings Inc. | Delaware | |
Clevite Industries Inc. | Delaware | |
TMC Texas Inc. | Delaware | |
Carter Automotive Company LLC | Delaware | |
Federal-Mogul World Wide LLC | Michigan | |
Felt Products MFG. CO. LLC | Delaware | |
Muzzy-Lyon Auto Parts LLC | Delaware | |
Federal-Mogul Powertrain LLC | Michigan | |
Federal-Mogul Powertrain IP, LLC | Delaware | |
Federal-Mogul Piston Rings, LLC | Delaware | |
Federal-Mogul Ignition LLC | Delaware | |
Federal-Mogul Motorparts LLC | Delaware | |
Federal-Mogul Chassis LLC | Delaware | |
F-M Motorparts TSC LLC | Delaware | |
F-M TSC Real Estate Holdings LLC | Delaware | |
Federal-Mogul Valve Train International LLC | Delaware | |
Federal-Mogul Sevierville, LLC | Tennessee | |
Beck Arnley Holdings LLC | Delaware | |
Federal-Mogul Filtration LLC | Delaware | |
Federal-Mogul Financing Corporation | Delaware | |
Federal-Mogul Products US LLC | Missouri |
SCHEDULE 4.19(b)
MORTGAGE FILING JURISDICTIONS
1. | Facility: | Paragould, Arkansas | ||
Address: |
1601 Highway 49B North Paragould, AR 72450 |
|||
County Situated In: | Greene | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
2. | Facility: | Paragould, Arkansas | ||
Address: |
2000 Bolton St. Paragould, AR 72450 |
|||
County Situated In: | Greene | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
3. | Facility: | Grass Lake, Michigan | ||
Address: |
3901 Willis Road Grass Lake, Michigan 49240 |
|||
County Situated In: | Jackson | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
4. | Facility: | Monroe, Michigan | ||
Address: |
1 International Drive Monroe, Michigan 48161 |
|||
County Situated In: | Monroe | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
5. | Facility: | Napoleon, Ohio | ||
Address: |
11800 State Route 424 Napoleon, Ohio 43545 |
|||
County Situated In: | Henry | |||
Owned by: | The Pullman Company | |||
6. | Facility: | Harrisonburg, Virginia | ||
Address: |
3160 Abbott Lane Harrisonburg, Virginia 22801 |
|||
County Situated In: | Rockingham | |||
Owned by: | Tenneco Automotive Operating Company Inc. |
7. | Facility: | Smithville, Tennessee | ||
Address: |
645 East Broad Street Smithville, TN 37166 |
|||
County Situated In: | DeKalb | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
8. | Facility: | Hartwell, Georgia | ||
Address: |
200 McIntyre Drive Hartwell, GA 30643-1709 |
|||
County Situated In: | Hart | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
9. | Facility: | Seward, Nebraska | ||
Address: |
1111 Izaak Walton Road Seward, NE 68434 |
|||
County Situated In: | Seward | |||
Owned by: | Tenneco Automotive Operating Company Inc. | |||
10. | Facility: | Skokie, Illinois | ||
Address: |
7450 N. McCormick Blvd. Skokie, IL 60076 |
|||
County Situated In: | Cook | |||
Owned by: | Federal-Mogul Motorparts LLC | |||
11. | Facility: | South Bend, Indiana | ||
Address: |
3605 West Cleveland Road South Bend, IN 46628 |
|||
County Situated In: | St. Joseph | |||
Owned by: | Federal-Mogul Powertrain LLC | |||
12. | Facility: | Plymouth, Michigan | ||
Address: |
47001 Port Street Plymouth, MI 48170 |
|||
County Situated In: | Wayne | |||
Owned by: | Federal-Mogul Powertrain LLC | |||
13. | Facility: | Exton, Pennsylvania | ||
Address: |
241 Welsh Pool Road Exton, PA 19341 |
|||
County Situated In: | Chester | |||
Owned by: | Federal-Mogul Powertrain LLC |
14. | Facility: | Winchester, Virginia | ||
Address: |
2410 Papermill Road Winchester, VA 22601 |
|||
County Situated In: | Frederick | |||
Owned by: | Federal-Mogul Products US LLC |
SCHEDULE 6.12
POST-CLOSING OBLIGATIONS
Within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), the Company shall, and shall cause the applicable Grantors (as defined in the Collateral Agreement) to, execute and deliver to the Administrative Agent such Deposit Account Control Agreements (as defined in the Collateral Agreement) with respect to Deposit Account (other than Excluded Deposit Accounts) (as each such term is defined in the Collateral Agreement) of such Grantor in existence on the Closing Date as required by Section 4.09 of the Collateral Agreement.
Within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), the Company shall provide evidence reasonably satisfactory to the Administrative Agent of the termination and release of all liens, encumbrances, security interests or related filings with respect to the Existing Credit Agreement in jurisdictions other than the United States.
Within 90 days of the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), the Company, and shall cause the applicable Loan Parties and Foreign Subsidiaries to, execute and deliver to the Administrative Agent such pledge, security, certificates or related collateral perfection matters with respect to Pledged Stock of Foreign Subsidiaries organized in jurisdictions other than the United States.
SCHEDULE 7.2(d)
(DOMESTIC INDEBTEDNESS)
1. |
Guarantees by Tenneco Inc. of Indebtedness of Foreign Subsidiaries incurred up to limits and under facilities (or extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) listed on Schedule 7.2(d) (Foreign Indebtedness). |
2. |
Daylight overdraft by Tenneco Automotive Trading Company with Citibank, with a limit of up to $400,000.00. |
3. |
Repurchase Agreement not to exceed $15m, dated as of September 9, 2014, by and between U.S. Bank National Association and Federal-Mogul Motorparts LLC, as amended by Amendment to Repurchase Agreement with BMO Harris as successor to U.S. Bank National Association, dated as of September 30, 2017 maturing September 2020. |
4. |
$2.75m agreement between Federal-Mogul Motorparts LLC and 21 st Century Graphic Technologies LLC maturing October 2020. |
5. |
Capital Lease between Motorparts and Hitachi Capital with a value of ~$0.1m maturing March 2019. |
6. |
Capital Lease between Motorparts and IBM Capital with a value of ~$0.05m maturing October 2018. |
7. |
Capital Lease between Powertrain and Hitachi Capital with a value of ~$0.5m maturing April 2022. |
8. |
The following letters of credit: |
Reference # |
LC# |
Issuing Bank |
Issuer |
Beneficiary |
Amount |
Expiration
Date |
Auto
|
|||||||||
1. |
SBGT - 757788 | CIBC | Tenneco Inc. | Tamauligas S.A De C.V | $ | 60,362.27 | 07/22/18 | Yes | ||||||||
2. |
SBGT - 757789 | CIBC | Tenneco Inc. |
Commerzbank Aktiengesellschaft Grobkundencenter |
$ | 3,509,640.00 | 07/22/18 | Yes | ||||||||
3. |
SBGT - 757785 | CIBC | Tenneco Inc. | Ohio Bureau of Workers Compensation | $ | 35,000.00 | 07/22/18 | Yes | ||||||||
4. |
SBGT - 757784 | CIBC | Tenneco Inc. | Ohio Bureau of Workers Compensation | $ | 1,500,000.00 | 07/22/18 | Yes |
5. |
SBGT - 757783 | CIBC | Tenneco Inc. | Pacific Employers Insurance Company and ACE American Insurance Company | $ | 14,628,446.00 | 07/22/18 | Yes | ||||||||||
6. |
SBGT - 757780 | CIBC | Tenneco Inc. | Liberty Mutual Insurance Company | $ | 300,000.00 | 07/22/18 | Yes | ||||||||||
7. |
SBGT - 757787 | CIBC | Tenneco Inc. | NE Dept. of Enviromental Quality | $ | 52,366.34 | 07/22/18 | Yes | ||||||||||
8. |
SBGT - 758265 | CIBC | Tenneco Inc. | Travelers Casualty and Surety Co. | $ | 250,000.00 | 09/02/18 | Yes | ||||||||||
9. |
SBGT - 757782 | CIBC | Tenneco Inc. | Regional Administrator U.S. Environmental Protection Agency | $ | 5,096,243.00 | 08/03/18 | Yes | ||||||||||
10. |
SBGT - 758645 | CIBC | Tenneco Inc. | Georgia Dept of Natural Resources Environmental Protection Agency | $ | 2,156,000.00 | 10/24/18 | Yes | ||||||||||
11. |
S519566N | BTMU | Tenneco Inc. | MUFG Australia | $ | 661,092.00 | 04/30/20 | No | ||||||||||
12. |
S502448N | BTMU | Tenneco Inc. | BTMU Australia | $ | 646,236.00 | 04/30/20 | No |
9. The following guarantees:
Type |
Amount |
Origination
Date |
Termination /
Expiry Date |
Guarantor |
Beneficiary |
Purpose |
||||||||||
Guarantee |
$ | 1,500,000 | 08/01/97 |
Tenneco Inc. |
Mabeck Co |
Lease on Lake Forest Building |
||||||||||
Guarantee |
04/06/04 |
Tenneco Inc. |
Fraccionadora Industrial |
Operating Lease on Reynosa Building | ||||||||||||
Guarantee |
04/22/97 |
Tenneco Inc. |
CWB Ltd Partnership III |
Lease on Ligonier Building |
||||||||||||
Guarantee |
$ | 93,500 | 09/30/99 |
Tenneco Inc. |
Virginia Dept of Environ. Quality |
Environmental Cleanup |
Guarantee |
$ | 991,898 | 01/01/12 | 04/30/23 | Tenneco Inc. | Pactiv LLC | Guarantees TAOCIs obligations under the Sublease of the Lincolnshire Land and Building | |||||||||||
Guarantee |
10/24/11 | None | Tenneco Automotive Operating Company Inc. | GE Canada Leasing Service Co. | Tenneco Canada Inc. Operating Leases with GE | |||||||||||||
Guarantee |
EUR 14,096.05 | 12/03/14 | - | Tenneco Inc. | Amministrazione Finanziaria - Agenzia delle Entrare - Direzione Provinciale Di Bologna | Guarantees repayment of a VAT refund in the event it is determined on audit that it was not due. | ||||||||||||
Guarantee |
01/17/02 | Tenneco Inc. | Hitachi Automotive Systems Ltd (successor to Tokico Ltd.) | Guarantees Fric Rot SAIC and Tenneco Ride Control South Africa (pty) Ltd.s royalty payments to Hitachi Automotive Systems Ltd. | ||||||||||||||
Guaranty |
03/31/17 | Tenneco Inc. | CIBanco, S.A. | Guaranty Autopartes Walker, S. de R.L. de C.V. obligations under a lease agreement. | ||||||||||||||
Guaranty |
08/11/16 | Tenneco Inc. | FINSA III Puebla, S. de RL. de C.V. | Guaranty Autopartes Walker, S. de R.L. de C.V. obligations under a lease agreement. | ||||||||||||||
Guarantee |
$ | 4.6m | 02/6/2015 | 02/06/2025 | Federal-Mogul LLC | THK Rhythm Automotive a.s | Federal-Mogul Valvetrain s.r.o (Dacice) Building Lease | |||||||||||
Guarantee |
$ | 2.5m | 08/01/2018 | 07/31/2023 | Federal-Mogul LLC | CIBanco, S.A., Institución de Banca Múltiple | Federal-Mogul Lighting, S. de R.L. de C.V. (Juarez) Building Lease | |||||||||||
Guarantee |
$ | 0.5m | 01/22/2015 | 01/22/2020 | Federal-Mogul Powertrain LLC | Guillermo Jose Garcia Viesca | Federal-Mogul SP Mexico, S. de R.L. de C.V. (Queretaro) Building Lease | |||||||||||
Guarantee |
$ | 3.3 m | 06/19/2000 | 09/30/2025 | Federal-Mogul Motorparts LLC | Ecom de Mexico SA de CV | Subensambles Internacionals S.A. de C.V. (Juarez Wipers) Building Lease 651 property | |||||||||||
Guarantee |
$ | 6.0m | 11/27/1996 | 9/30/2025 | Federal-Mogul Motorparts LLC | Ecom de Mexico SA de CV | Subensambles Internacionals S.A. de C.V. (Juarez Wipers) Building Lease 7151-C property |
SCHEDULE 7.2(d)
(FOREIGN INDEBTEDNESS)
1. |
Arrangements (2) between Federal-Mogul China Co. Ltd. and China Merchant Bank totaling CNY250m. |
2. |
Credit Agreement ($50m facility), dated as of December 9, 2015, between Federal Mogul, S.A. de C.V., and Banco Nacional Comercio Exterior, S.N.C. (as amended, restated, supplemented or otherwise modified from time to time). |
3. |
General Conditions for Future Factoring Transactions ( Condizioni Generali Per Le Future Operazioni Di Factoring ), dated as of February 5, 2016, between Federal-Mogul-Powertrain Italy S.r.l., and Medio Credito Italian s.p.a. |
4. |
General Conditions for Factoring Transactions ( Condizioni Generali Per Operazioni Di Factoring ), between Federal Mogul Italy S.r.L. and Medio Credito Italian s.p.a. (f/k/a Intesa Mediofactoring S.p.A.) |
5. |
Contract (25m overdraft facility), among Federal-Mogul Holding Deutschland GmbH and certain other Subsidiaries of the Company party thereto, and Commerzbank AG. |
6. |
Purchase Agreement, dated as of February 24, 2016, between Federal-Mogul Canada Limited and Bank of America, N.A. |
7. |
CNY25m agreement between Federal-Mogul Motorparts (Zhejiang) Limited and Bank of China. |
8. |
CNY20m agreement between Federal-Mogul Dongsuh (Qingdao) Pistons Co. Ltd. and Minsheng. |
9. |
Agreements (2) between Federal-Mogul Dongsuh (Qingdao) Pistons Co. Ltd. and Bank of China totaling CNY43.5m. |
10. |
KRW5b agreement between Federal-Mogul Sejong Tech Ltd. and Industrial Bank. |
11. |
CNY30m agreement between Federal-Mogul ARN (Anqing) Powder Meallurgy Co. Ltd and ATG (Joint Venture partner). |
12. |
CNY60m agreement between Federal-Mogul (Chongqing) Friction Materials Co. Ltd. and Bank of China. |
13. |
CNY100m arrangement between Federal-Mogul China Co. Ltd. and Bank of Communications. |
14. |
CNY100m arrangement between Federal-Mogul China Co. Ltd. and Bank of China. |
15. |
CNY58m arrangement between Federal-Mogul Shanghai Bearings Co Ltd and SAIC Financing Co. |
16. |
CNY50m arrangement between Federal-Mogul Shanghai Bearings Co Ltd and China Construction Bank. |
17. |
CNY45m arrangement between Federal-Mogul Sealing Systems (Nanchang) Co Ltd and Shanghai Pudong Development Bank. |
18. |
CNY20m agreement between Federal-Mogul Dongsuh (Qingdao) Pistons Co. Ltd. and Industrial Bank. |
19. |
CNY27m agreement between Federal-Mogul Dongsuh (Qingdao) Pistons Co. Ltd. and Qingdao bank. |
20. |
CNY60m agreement between F-M Friction Products Co Ltd and CITIC Industrial Bank. |
21. |
INR460m arrangement between Federal-Mogul Goetze (India) Limited and HDFC Bank. |
22. |
INR1.1b arrangement between Federal-Mogul Goetze (India) Limited and Kotak Mahindra Bank. |
23. |
INR200m arrangement between Federal-Mogul Goetze (India) Limited and State Bank of India. |
24. |
INR445m arrangement between Federal-Mogul Goetze (India) Limited and Yes Bank. |
25. |
INR135m arrangement between Federal-Mogul Goetze (India) Limited and Deutsche Bank. |
26. |
INR240m arrangement between Federal-Mogul Goetze (India) Limited and Bank of America. |
27. |
Arrangements (2) between Motorcare India Private Limited and Kotak Mahindra Bank totaling INR200m. |
28. |
INR70m arrangement between Federal-Mogul Motorparts (India) Limited and Kotak Mahindra Bank. |
29. |
INR100m arrangement between Federal-Mogul TPR (India) Limited and Mizuho Bank. |
30. |
INR110m arrangement between Federal-Mogul TPR (India) Limited and Kotak Mahindra Bank. |
31. |
INR200m arrangement between Federal-Mogul Anand Bearings India Limited and HDFC Bank. |
32. |
INR120m arrangement between Federal-Mogul Anand Sealings India Limited and HDFC Bank. |
33. |
JPY500m arrangement between Federal-Mogul Japan KK Ltd and Bank of Tokyo Mitsubishi. |
34. |
THB7.9m arrangement between Parts Zone (Thailand) Co Ltd and Krungthai Bank. |
35. |
THB30m arrangement between Parts Zone (Thailand) Co Ltd and EXIM. |
36. |
THB22m arrangement between Parts Zone (Thailand) Co Ltd and Bangkok Bank. |
37. |
ZAR19m arrangement between F-M of South Africa Pty Ltd and Standard Bank. |
38. |
Capital Leases (18) between Kostelec Czech Republic and CSOB Leasing with a value of ~$0.3m, maturing between 2018-2022. |
39. |
Capital Lease between Herdorf Germany and Rhenag Rheinische Energie AG with a value of ~$0.1m, maturing in 2024. |
40. |
Capital Lease between Bimet Poland and Arval Service Lease Polska sp. z o.o. with a value ~$0.05m, maturing in 2023. |
41. |
Capital Lease between Bimet Poland and Xerox Polska sp. z o.o. with a value of ~$0.05m, maturing in 2021. |
42. |
Capital Leases (7) between Gorzyce Poland and BGŻ BNP with a value of ~$0.3m, maturing between 2019-2022. |
43. |
The following letters of credit: |
Reference # |
LC# | Issuing Bank |
For the Account of |
Beneficiary |
Amount |
Expiration
Date |
Auto
Renew |
|||||||||
1. | GFLAV70023370001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Burscheid GmbH | | 10,000.00 | n/a | No | ||||||||
2. | DAJAV70099260001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Burscheid GmbH | | 3,000.00 | n/a | No | ||||||||
3. | DAJAV70138110001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Friedberg GmbH | | 5,000.00 | n/a | No | ||||||||
4. | GFLAV70023640001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul R&L Friedberg Casting GmbH & Co. KG | | 30,000.00 | n/a | No |
5. | DAJAV70049970001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Nürnberg GmbH | | 20,000.00 | n/a | No | ||||||||
6. | DAMAV70109590301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 7,635.00 | n/a | No | ||||||||
7. | DAMAV70378220301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 11,550.00 | n/a | No | ||||||||
8. | DAMAV70377020301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,837.58 | n/a | No | ||||||||
9. | DAMAV70362440301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 9,302.00 | 3/31/2019 | No | ||||||||
10. | DAMAV70295670301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 11,177.47 | 9/30/2018 | No | ||||||||
11. | DAMAV70295650301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 20,845.63 | 10/30/2018 | No | ||||||||
12. | DAMAV70335300001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 17,810.40 | 6/30/2019 | No | ||||||||
13. | DAMAV70345930301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,678.65 | 10/30/2019 | No | ||||||||
14. | DAMAV70350980301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,574.60 | 8/31/2018 | No | ||||||||
15. | DAMAV70357760301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 486.20 | 1/31/2019 | No | ||||||||
16. | DAMAV70357780301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 781.40 | 1/31/2019 | No | ||||||||
17. | DAMAV70357790301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 5,654.08 | 1/31/2019 | No | ||||||||
18. | DAMAV70364830301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 667.60 | 5/31/2019 | No | ||||||||
19. | DAMAV70366000301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 3,229.96 | 1/31/2020 | No | ||||||||
20. | DAMAV70363920301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 5,336.40 | 4/30/2019 | No |
21. | LEVAV07232000100 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul TP Europe GmbH & Co. KG | | 22,000.00 | n/a | No | ||||||||
22. | LEVAV05308000100 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Nürnberg GmbH | | 5,625.00 | n/a | No | ||||||||
23. | GFLAV70022220001 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Valvetrain GmbH | | 822,944.00 | 12/20/2019 | No | ||||||||
24. | DAMAV70388370301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,078.20 | 2/29/2020 | No | ||||||||
25. | DAMAV70388390301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,986.30 | 2/29/2020 | No | ||||||||
26. | DAMAV70388380301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 9,834.20 | 2/29/2020 | No | ||||||||
27. | DAMAV70390510301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | VTD Vakuumtechnik Dresden GmbH | | 47,894.70 | 12/20/2018 | No | ||||||||
28. | DAMAV70390510301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 13,486.60 | 2/29/2020 | No | ||||||||
29. | DAMAV70390510301 |
Commerzbank
AG |
Federal-Mogul Deutschland GmbH | Federal-Mogul Deva GmbH | | 6,753.25 | 3/31/2020 | No | ||||||||
30. | 003LM01180950014 | YES Bank | Federal-Mogul Goetze (India) Ltd. | PLANTAR SIDERURGICA S/A | INR13.09m | 1/31/2019 | No | |||||||||
31. |
0172IDC180002672/01
72IDC180002621/0172 IDC180002626 |
Kotak
Mahindra Bank |
Federal-Mogul Goetze (India) Ltd. | NALCO | INR108.88m | 9/30/2018 | No |
44. The following foreign obligations:
COUNTRY |
ENTITY |
BANK |
CURRENCY |
FOREIGN
CURRENCY LIMIT |
CURRENT USD
EQUIVALENT |
PURPOSE |
||||||||||||
1 | Australia | Monroe Australia Pty. Ltd. | The Bank of Tokyo-Mitsubishi UFG | AUD | 890,000.00 | $ | 648,050.39 | Guarantee Facility | ||||||||||
2 | Australia | Monroe Australia Pty. Ltd. | Citibank | AUD | 5,000,000.00 | $ | 3,640,732.52 | Daylight Overdraft | ||||||||||
3 | Australia | Walker Australia Pty. Ltd. | The Bank of Tokyo-Mitsubishi UFG | AUD | 890,000.00 | $ | 648,050.39 | Guarantee Facility | ||||||||||
4 | Australia | Monroe Springs (Australia) Pty. Ltd. | JPMorgan Chase bank | AUD | 850,000.00 | $ | 618,924.53 | Guarantee Facility | ||||||||||
5 | Australia | Monroe Springs (Australia) Pty. Ltd. | JPMorgan Chase bank | AUD | 500,000.00 | $ | 364,073.25 | Guarantee Facility | ||||||||||
6 | Argentina | Fric Rot S.A.I.C. | Industrial and Commercial Bank of China (Argentina) S.A. | ARS | 63,000,000.00 | $ | 1,747,010.67 | Overdraft Overnight/WC Loan | ||||||||||
7 | Argentina | Fric Rot S.A.I.C. | Banco Francés | ARS | 54,000,000.00 | $ | 1,497,437.72 | Overdraft Overnight/WC Loan | ||||||||||
8 | Belgium | Tenneco Automotive Netherlands BV (Gent Branch) | BELFIUS BANK | EUR | 2,000,000.00 | $ | 2,336,421.30 | Overdraft Overnight | ||||||||||
9 | Belgium | Tenneco Automotive Europe BVBA | ING Bank | EUR | 500,000.00 | $ | 584,105.33 | Guarantee Facility | ||||||||||
10 | Belgium | Tenneco Automotive Europe BVBA | KBC Bank | EUR | 3,500,000.00 | $ | 4,088,737.28 | Overdraft Overnight | ||||||||||
11 | Belgium | Tenneco Automotive Europe BVBA | KBC Bank | EUR | 20,000,000.00 | $ | 23,364,213.03 | Daylight Overdraft | ||||||||||
12 | Belgium | Tenneco Automotive Europe BVBA | KBC Bank | EUR | 75,000.00 | $ | 87,615.80 | Guarantee Facility | ||||||||||
13 | Belgium | Tenneco Automotive Europe BVBA | KBC Bank | EUR | 500,000.00 | $ | 584,105.33 | Guarantee Facility | ||||||||||
14 | Brazil | Tenneco Automotive Brasil Ltda | Banco Itaú | BRL | 20,000,000.00 | $ | 4,840,247.63 | Working Capital / FX | ||||||||||
15 | Brazil | Tenneco Automotive Brasil Ltda | Banco Bradesco | BRL | 1,750,000.00 | $ | 423,521.67 | Overdraft | ||||||||||
16 | Brazil | Tenneco Automotive Brasil Ltda | Banco Bradesco | BRL | 2,400,000.00 | $ | 580,829.72 | Credit Cards Facility | ||||||||||
17 | Brazil | Tenneco Automotive Brasil Ltda | Banco Bradesco | USD | 1,000,000.00 | $ | 1,000,000.00 | FX Facility | ||||||||||
18 | Brazil | Tenneco Automotive Brasil Ltda | Banco Bradesco | BRL | 10,000,000.00 | $ | 2,420,123.81 | Guarantee Facility | ||||||||||
19 | Brazil | Tenneco Automotive Brasil Ltda | Banco Bradesco | BRL | 5,000,000.00 | $ | 1,210,061.91 | Daylight Overdraft Facility | ||||||||||
20 | Brazil | Tenneco Automotive Brasil Ltda | Banco do Brasil | BRL | 20,000,000.00 | $ | 4,840,247.63 | FX |
21 | Canada | Tenneco Canada Inc | Scotiabank | USD | 4,000,000.00 | $ | 4,000,000.00 | Overdraft Overnight | ||||||||||
22 | Canada | Tenneco Canada Inc. | JPMorgan Chase Bank | USD | 2,000,000.00 | $ | 2,000,000.00 | Overdraft Overnight | ||||||||||
23 | China | Shanghai Tenneco Exhaust Systems Co. Ltd. | BOCOM/Shanghai Automotive Group Finance Co.,Ltd | RMB | 85,000,000.00 | $ | 12,438,320.56 |
Short Term Loan & Bankers Acceptance |
||||||||||
24 | China | Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd. | Industrial And Commercial Bank of China | RMB | 70,000,000.00 | $ | 10,243,322.82 | L/C & Bankers acceptance | ||||||||||
25 | China | Tenneco Lingchuan (Chongqing) Exhaust System Co. Ltd. | HSBC | RMB | 35,000,000.00 | $ | 5,121,661.41 | Bank Acceptance Draft issuance | ||||||||||
26 | China | Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd. | Bank of China JinZhou Branch | RMB | 50,000,000.00 | $ | 7,316,659.15 | L/C & Bankers acceptance | ||||||||||
27 | China | Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd. | HSBC | RMB | 50,000,000.00 | $ | 7,316,659.15 | L/C & Bankers acceptance | ||||||||||
28 | China | Tenneco FAWSN (Foshan) Automotive Parts Co., Ltd | HSBC | RMB | 10,000,000.00 | $ | 1,463,331.83 | Bank Acceptance Draft issuance | ||||||||||
29 | China | Tenneco(Guangzhou) Co., Ltd | HSBC | RMB | 10,000,000.00 | $ | 1,463,331.83 | Bank Acceptance Draft issuance | ||||||||||
30 | China | Tenneco (Dalian) Exhaust System Co. Ltd | HSBC | RMB | 150,000,000.00 | $ | 21,949,977.46 | Bank Acceptance Draft issuance | ||||||||||
31 | China | Tenneco FAWSN (Changchun) Automobile Parts Co., Ltd | HSBC | RMB | 100,000,000.00 | $ | 14,633,318.31 | Bank Acceptance Draft issuance | ||||||||||
32 | China | Tenneco Fusheng (Chengdu) Automobile Parts Co., Ltd | HSBC | RMB | 25,000,000.00 | $ | 3,658,329.58 | Bank Acceptance Draft issuance | ||||||||||
33 | Czech Republic | Monroe Czechia s.r.o. | HSBC | CZK | 200,000,000.00 | $ | 9,075,151.33 | Overdraft Overnight | ||||||||||
34 | Denmark | Tenneco Holdings Danmark ApS | Danske Bank A/S | DKK | 2,000,000.00 | $ | 313,352.91 | Overdraft Overnight | ||||||||||
35 | Denmark | Walker Danmark ApS | Danske Bank A/S | DKK | 23,800,000.00 | $ | 3,728,899.60 | Overdraft Overnight | ||||||||||
36 | France | Tenneco Etain | HSBC | EUR | 100,000.00 | $ | 116,821.07 | Overdraft Overnight | ||||||||||
37 | France | Tenneco Etain | HSBC | EUR | 1,500,000.00 | $ | 1,752,315.98 | Daylight Overdraft | ||||||||||
38 | France | Wimetal | HSBC | EUR | 100,000.00 | $ | 116,821.07 | Overdraft Overnight |
39 | France | Wimetal | HSBC | EUR | 1,500,000.00 | $ | 1,752,315.98 | Daylight Overdraft | ||||||||||
40 | France | Tenneco Automotive France | HSBC | EUR | 50,000.00 | $ | 58,410.53 | Overdraft Overnight | ||||||||||
41 | France | Tenneco Automotive France | HSBC | EUR | 1,500,000.00 | $ | 1,752,315.98 | Daylight Overdraft | ||||||||||
42 | France | Tenneco Automotive Services | HSBC | EUR | 50,000.00 | $ | 58,410.53 | Overdraft Overnight | ||||||||||
43 | France | Tenneco Automotive Services | HSBC | EUR | 1,500,000.00 | $ | 1,752,315.98 | Daylight Overdraft | ||||||||||
44 | Germany | Tenneco Deutschland Holdinggesellschaft mbH | Commerzbank AG | EUR | 3,000,000.00 | $ | 3,504,631.96 | Guarantee Facility | ||||||||||
45 | Germany | Tenneco Deutschland Holdinggesellschaft mbH | Commerzbank AG | EUR | 8,500,000.00 | $ | 9,929,790.54 | Guarantee Facility | ||||||||||
46 | Germany | Tenneco GmbH | Commerzbank AG | EUR | 100,000.00 | $ | 116,821.07 | Guarantee Facility | ||||||||||
47 | Germany | Tenneco Deutschland Holdinggesellschaft mbH | Commerzbank AG | EUR | 80,000,000.00 | $ | 93,456,852.14 | Daylight overdraft | ||||||||||
48 | India | Tenneco Automotive India Pvt. Ltd. | Bank of America | USD | 11,000,000 | $ | 11,000,000.00 | WC Loan | ||||||||||
49 | India | Tenneco Automotive India Pvt. Ltd. | Bank of America | USD | 3,000,000 | $ | 3,000,000.00 | Overdraft Overnight | ||||||||||
50 | India | Tenneco Automotive India Pvt. Ltd. | Citibank | USD | 100,000 | $ | 100,000.00 | CHEQUES PURCHASED | ||||||||||
51 | India | Tenneco Automotive India Pvt. Ltd. | Citibank | USD | 2,450,000 | $ | 2,450,000.00 | OMNIBUS SHORT TERM CREDIT LINE | ||||||||||
52 | India | Tenneco Automotive India Pvt. Ltd. | Citibank | USD | 1,450,000 | $ | 1,450,000.00 | STANDBY LETTERS OF CREDITS AND GUARANTEES | ||||||||||
53 | India | Tenneco Automotive India Pvt. Ltd. | Citibank | USD | 5,000,000 | $ | 5,000,000.00 | FOREIGN EXCHANGE | ||||||||||
54 | India | Tenneco Automotive India Pvt. Ltd. | ICICI Bank Ltd | INR | 700,000,000 | $ | 9,886,726.36 | WORKING CAPITAL FACILITY | ||||||||||
55 | Italy | Tenneco Automotive Italia Srl | ING Bank | EUR | 75,000.00 | $ | 87,615.80 | Overdraft Overnight | ||||||||||
56 | Japan | Tenneco Japan Limited | MUFG Bank, Ltd. | JPY | 763,000,000.00 | $ | 6,849,806.98 | Term Loan | ||||||||||
57 | Japan | Tenneco Japan Limited | Citibank | JPY | 200,000,000.00 | $ | 1,795,493.31 | Daylight Overdraft | ||||||||||
58 | Korea | Tenneco Korea Limited | JPMorgan Chase Bank | KRW | 33,400,000,000.00 | $ | 30,078,979.84 | WC Loan |
59 | Luxembourg | Tenneco International Manufacturing Sarl | Citibank NY | USD | 10,000,000.00 | $ | 10,000,000.00 | Daylight overdraft | ||||||||||
60 | Luxembourg | Tenneco International Manufacturing Sarl | Citibank NY | USD | 5,000,000.00 | $ | 5,000,000.00 | ACH Facility | ||||||||||
61 | Mexico | Tenneco Mexico S de RL de CV | Citibank NY | USD | 5,000,000.00 | $ | 5,000,000.00 | Daylight overdraft | ||||||||||
62 | Poland | Tenneco Automotive Eastern Europe Sp. Z.o.o. | Bank Handlowy w Warszawie S.A. | EUR | 5,000,000.00 | $ | 5,841,053.26 | Daylight overdraft | ||||||||||
63 | Poland | Tenneco Automotive Eastern Europe Sp. Z.o.o. | Bank Millenium S.A | PLN | 217,921.38 | $ | 59,320.61 | Fleet Lease | ||||||||||
64 | Poland | Tenneco Automotive Eastern Europe Sp. Z.o.o. | Athlon Car Lease Polska Sp. Z o.o. | PLN | 833,153.13 | $ | 226,793.50 | Fleet Lease | ||||||||||
65 | Poland | Tenneco Automotive Polska Sp.z.o.o. | Bank Handlowy w Warszawie S.A. | EUR | 22,000,000.00 | $ | 25,700,634.34 | Daylight overdraft | ||||||||||
66 | Poland | Tenneco Silesia Sp.z.o.o. | Bank Handlowy w Warszawie S.A. | EUR | 20,000,000.00 | $ | 23,364,213.03 | Daylight overdraft | ||||||||||
67 | Singapore | Tenneco Automotive Trading Company, Singapore Branch | Citibank NA, Singapore | USD | 400,000.00 | $ | 400,000.00 | Daylight Overdraft Facility | ||||||||||
68 | South Africa | Tenneco Emission Control Pty Ltd | Standard Bank of South Africa | ZAR | 54,000.00 | $ | 3,703.88 | Fleet Management | ||||||||||
69 | South Africa | Tenneco Emission Control Pty Ltd | Standard Bank of South Africa | ZAR | 150,000.00 | $ | 10,288.56 | Credit Cards | ||||||||||
70 | South Africa | Tenneco Emission Control Pty Ltd | Standard Bank of South Africa | ZAR | 253,000.00 | $ | 17,353.37 | Guarantee Facility | ||||||||||
71 | South Africa | Tenneco Emission Control Pty Ltd | Standard Bank of South Africa | ZAR | 450,000,000.00 | $ | 30,865,679.42 | FX Facility | ||||||||||
72 | South Africa | Tenneco Emission Control Pty Ltd | Citibank | USD | 500,000.00 | $ | 500,000.00 | Overdraft5 days | ||||||||||
73 | South Africa | Tenneco Emission Control Pty Ltd | Citibank | USD | 1,000,000.00 | $ | 1,000,000.00 | FX Facility | ||||||||||
74 | South Africa | Tenneco Emission Control Pty Ltd | Citibank | USD | 3,000,000.00 | $ | 3,000,000.00 | FX Facility | ||||||||||
75 | South Africa | Tenneco Emission Control Pty Ltd | Standard Bank of South Africa | ZAR | 20,000,000.00 | $ | 1,371,807.97 | Overdraft Overnight | ||||||||||
76 | South Africa | Tenneco Emission Control Pty Ltd | Absa Bank Limited | ZAR | 814,200,000.00 | $ | 55,846,302.63 | FX Facility | ||||||||||
77 | South Africa | Tenneco Ride Control SA Pty Ltd | Standard Bank of South Africa | ZAR | 20,000,000.00 | $ | 1,371,807.97 | Overdraft Overnight |
78 | South Africa | Tenneco Ride Control SA Pty Ltd | Standard Bank of South Africa | ZAR | 500,000.00 | $ | 34,295.20 | Guarantee Facility | ||||||||||
79 | South Africa | Tenneco Ride Control SA Pty Ltd | Standard Bank of South Africa | ZAR | 33,000,000.00 | $ | 2,263,483.16 | FX Facility | ||||||||||
80 | Spain | Tenneco Automotive Iberica, S.A. | Banco Bilbao Vizcaya Argentaria, S.A. | EUR | 4,000,000.00 | $ | 4,672,842.61 | Vendor Financing | ||||||||||
81 | Spain | Tenneco Automotive Iberica, S.A. | Banco Santander Central Hispano, S.A. | EUR | 500,000.00 | $ | 584,105.33 | Overdraft Overnight | ||||||||||
82 | Spain | Tenneco Automotive Iberica, S.A. | Ministry of Industry | EUR | 1,165,819.15 | $ | 1,361,922.35 | LT Note | ||||||||||
83 | Spain | Tenneco Automotive Iberica, S.A. | Ministry of Industry | EUR | 2,209,563.61 | $ | 2,581,235.74 | LT Note | ||||||||||
84 | Spain | Tenneco Automotive Iberica, S.A. | Ministry of Industry | EUR | 775,357.80 | $ | 905,781.24 | LT Note | ||||||||||
85 | Spain | Tenneco Automotive Iberica, S.A. | Ministry of Industry | EUR | 2,158,756.20 | $ | 2,521,881.99 | LT Note | ||||||||||
86 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 767,788.76 | $ | 896,939.01 | LT Note | ||||||||||
87 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 306,649.89 | $ | 358,231.67 | LT Note | ||||||||||
88 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 282,739.81 | $ | 330,299.66 | LT Note | ||||||||||
89 | Spain | Tenneco Automotive Iberica, S.A. | IVACE (Instituto Valenciano Competitividad Industrial) | EUR | 129,057.20 | $ | 150,766.00 | LT Note | ||||||||||
90 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 360,648.20 | $ | 421,313.07 | LT Note | ||||||||||
91 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 1,224,180.00 | $ | 1,430,100.12 | LT Note | ||||||||||
92 | Spain | Tenneco Automotive Iberica, S.A. | CDTI (Ministry of Economy) | EUR | 617,739.20 | $ | 721,649.51 | LT Note | ||||||||||
93 | Spain | Tenneco Innovación, S.L. | CDTI (Ministry of Economy) | EUR | 413,120.25 | $ | 482,611.48 | LT Note | ||||||||||
94 | Spain | Tenneco Automotive Iberica, S.A. | Banco Santander Central Hispano, S.A. | EUR | 23,202.00 | $ | 27,104.82 | Guarantee Facility | ||||||||||
95 | Spain | Tenneco Automotive Iberica, S.A. | Banco Santander Central Hispano, S.A. | EUR | 214,054.00 | $ | 250,060.16 | Guarantee Facility | ||||||||||
96 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 10,000.00 | $ | 11,682.11 | Guarantee Facility |
97 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 7,436.10 | $ | 8,686.93 | Guarantee Facility | ||||||||||
98 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 7,436.10 | $ | 8,686.93 | Guarantee Facility | ||||||||||
99 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 7,436.10 | $ | 8,686.93 | Guarantee Facility | ||||||||||
100 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 7,436.10 | $ | 8,686.93 | Guarantee Facility | ||||||||||
101 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 1,239.62 | $ | 1,448.14 | Guarantee Facility | ||||||||||
102 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 9,914.80 | $ | 11,582.57 | Guarantee Facility | ||||||||||
103 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 9,914.80 | $ | 11,582.57 | Guarantee Facility | ||||||||||
104 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 9,914.80 | $ | 11,582.57 | Guarantee Facility | ||||||||||
105 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 9,914.80 | $ | 11,582.57 | Guarantee Facility | ||||||||||
106 | Spain | Tenneco Innovación, S.L. | Banco Santander Central Hispano, S.A. | EUR | 1,652.82 | $ | 1,930.84 | Guarantee Facility | ||||||||||
107 | Spain | Tenneco Automotive Iberica, S.A. | Banco Bilbao Vizcaya Argentaria, S.A. | EUR | 417,847.97 | $ | 488,134.45 | Guarantee Facility | ||||||||||
108 | Spain | Tenneco Automotive Iberica, S.A. | Banco Bilbao Vizcaya Argentaria, S.A. | EUR | 32,264.30 | $ | 37,691.50 | Guarantee Facility | ||||||||||
109 | Sweden | Tenneco Sverige AB | Swedbank | EUR | 665,000.00 | $ | 776,860.08 | Overdraft Overnight | ||||||||||
110 | Sweden | Tenneco Sverige AB | Swedbank | SEK | 8,000,000.00 | $ | 876,629.71 | Overdraft Overnight | ||||||||||
111 | Thailand | Tenneco Automotive (Thailand) Limited | Citibank N.A. Bangkok Branch | THB | 300,000,000 | $ | 9,178,241.45 | Overnight Overdraft | ||||||||||
112 | Turkey | Monroe Amortisor Imalat ve Ticaret A.S. | Turkiye Is Bankasi | TRY | 20,000 | $ | 3,024.73 | Overdraft Facility | ||||||||||
113 | UK | Tenneco Management (Europe) Limited | US Bank N.A. | USD | 50,000,000 | $ | 50,000,000.00 | FX Facility | ||||||||||
114 | UK | Tenneco Management (Europe) Limited | Bank of America | USD | 40,000,000 | $ | 40,000,000.00 | FX Facility | ||||||||||
115 | UK | Tenneco Management (Europe) Limited | Commerzbank AG | USD | 68,850,000 | $ | 68,850,000.00 | FX Facility | ||||||||||
116 | UK | Tenneco Management (Europe) Limited | MUFG Bank, Ltd. | USD | 150,000,000 | $ | 150,000,000.00 | FX Facility |
As of August 31, 2018
Exchange Rates Used to Calculate CURRENT USD EQUIVALENT |
||||
ARS |
36.06160 | |||
AUD |
1.37335 | |||
BRL |
4.13202 | |||
CZK |
22.03820 | |||
DKK |
6.38258 | |||
EUR |
0.85601 | |||
GBP |
0.76818 | |||
INR |
70.80200 | |||
JPY |
111.39000 | |||
KRW |
1110.41000 | |||
MXN |
19.05260 | |||
PLN |
3.67362 | |||
RMB |
6.83372 | |||
SEK |
9.12586 | |||
THB |
32.68600 | |||
TRY |
6.61216 | |||
USD |
1.00000 | |||
ZAR |
14.57930 |
SCHEDULE 7.3(f)
LIENS
1. |
Any right of set-off, right to preferential payment or other encumbrance on deposits or other assets in the banks possession from time to time, in respect of any of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d) (which may or may not constitute a lien under applicable law). Any other Lien in respect of any of the Indebtedness (or any extensions or refinancings thereof that do not increase the aggregate amount of available borrowings) identified on Schedule 7.2(d). |
2. |
Any Liens granted pursuant to the items 3-5 and items 7-9 set forth under Schedule 7.2(d) Domestic Indebtedness. |
3. |
Any Liens (x) granted pursuant to the items 2-6, 21-32, 34-36 and 38-42 set forth under Schedule 7.2(d) Foreign Indebtedness and (y) to be granted or purported to be granted in connection with items 1, 7-20, 33 and 37 set forth under Schedule 7.2(d) Foreign Indebtedness. |
4. |
Liens on cash deposits supporting the pensions of two former directors of Tenneco GmbH (f/k/a Heinrich Gillet GmbH) in an aggregate amount of $657,216.68 as of the Closing Date. |
5. |
Lien on cash deposit supporting Tenneco Korea Limiteds credit card program with Hana Bank in an aggregate amount of $18,000.00 as of the Closing Date. |
6. |
Lien on cash deposit supporting the obligations of Tenneco Automotive Iberica S.A. to CDTI (Ministry of Economy) listed in item 44 set forth under Schedule 7.2(d) Foreign Indebtedness. |
SCHEDULE 7.3(m)
EXISTING RECEIVABLES FINANCING
Each of the following Permitted Receivables Financings:
Entity |
Bank |
Currency | Facility Amount | USD Equivalent | ||||||||
Monroe Czechia s.r.o. |
HSBC Bank plc | CZK | 624,000,000 | $ | 25,459,200 | |||||||
Wimetal S.A.S. |
BNP Paribas Factor | EUR | 13,000,000 | $ | 14,209,000 | |||||||
Tenneco Automotive Iberica S.A. |
BBVA Factoring E.F.C., S.A. | EUR | 13,900,000 | $ | 15,192,700 | |||||||
Tenneco GmbH (f/k/a Heinrich Gillet GmbH) Tenneco Zwickau GmbH (f/k/a GilletAbgassysteme Zwickau GmbH) Tenneco Automotive Deutschland GmbH |
CommerzFactoring GmbH | EUR | 90,000,000 | $ | 98,370,000 | |||||||
Tenneco Automotive Polska Sp z.o.o. |
mFactoring Spolka Akcyjna | EUR | 30,000,000 | $ | 32,790,000 | |||||||
Tenneco-Walker (UK) Limited |
Barclays Bank PLC | GBP | 33,000,000 | $ | 42,335,700 | |||||||
Tenneco Automotive Europe BVBA |
Belfius Bank | EUR | 32,000,000 | $ | 34,976,000 | |||||||
Tenneco Automotive RSA Company |
JPMorgan Chase Bank, N.A. The Bank of Nova Scotia Wells Fargo Bank, N.A. (First Lien) |
USD | 155,000,000 | $ | 155,000,000 | |||||||
Tenneco Automotive RSA Company |
Wells Fargo Bank, N.A. (Second Lien) |
USD | 25,000,000 | $ | 25,000,000 | |||||||
Tenneco Automotive Operating Company Inc. |
Canadian Imperial Bank of Commerce | USD | Uncommitted | Uncommitted | ||||||||
Federal-Mogul Transaction LLC |
JPMorgan Chase Bank, N.A. | USD | N/A | N/A | ||||||||
Federal-Mogul Transaction LLC |
SunTrust Bank | USD | N/A | N/A | ||||||||
Federal-Mogul Transaction LLC |
BB&T Company | USD | N/A | N/A | ||||||||
Federal-Mogul Transaction LLC |
JPMorgan Chase Bank, N.A. | USD | N/A | N/A | ||||||||
Federal-Mogul Canada Limited |
Bank of America | CAD | N/A | N/A |
Federal-Mogul Powertrain SRL |
Medio Credito Italian s.p.a. | EUR | 35,000,000 | 41,000,000 | ||||||||
Federal-Mogul Italy s.r.l |
Medio Credito Italian s.p.a. | EUR | 25,000,000 | 29,000,000 | ||||||||
Federal-Mogul Holding Deutschland GmbH Coordinator Federal-Mogul Burscheid GmbH Federal-Mogul Friedberg GmbH Federal-Mogul Nürnberg GmbH Federal-Mogul Sealing Systems GmbH Federal-Mogul Ignition GmbH Federal-Mogul Valvetrain GmbH Federal-Mogul Wiesbaden GmbH |
Kaiserplatz no. 15 Ltd. | EUR | 85,000,000 | 99,000,000 | ||||||||
Federal-Mogul Bremsbelag Federal-Mogul Friction Products International |
Postbank Factoring | EUR | 30,000,000 | 35,000,000 | ||||||||
Federal-Mogul Systems Protection Federal-Mogul Garennes Federal-Mogul Ignition Products SAS Federal-Mogul Operations France Federal-Mogul Valvetrain La Source Federal-Mogul Valvetrain Schirmeck |
Natixis Factor | EUR | 70,000,000 | 81,000,000 | ||||||||
Federal-Mogul Aftermarket France SAS |
GE Factofrance | EUR | 23,000,000 | 27,000,000 |
SCHEDULE 7.5
DISPOSITIONS
1. |
As separately disclosed to the Administrative Agent by the Company via email on September 19, 2018, the Company is in discussions with potential buyers concerning the disposition of various assets for total purchase consideration not to exceed $175,000,000 in the aggregate. Such potential dispositions are in the preliminary stages, and may or may not occur. |
2. |
The Company shall be permitted to sell to the public the Shares acquired pursuant to the tender offer referred to in item 12 of Schedule 7.8(h). |
SCHEDULE 7.8(h)
PERMITTED INVESTMENTS
1. Existing Investments by the Borrower and its Subsidiaries in Subsidiaries and Joint Ventures.
2. Economic Development revenue Bonds, series 2013 held by Tenneco Automotive Operating Company Inc. in an aggregate principal amount of $1,888,000 maturing on February 1, 2022.
3. Investment constituting of 14,897 shares of Dayco, LLC, valued at $476,704.
4. Project Omega: Platin 966.GmbH and Saxid SAS, both indirectly-owned European subsidiaries of Federal-Mogul Corporation, have entered into an agreement with Honeywell International, Inc. to purchase certain business assets of Honeywells automotive and industrial brake friction business for a base purchase price of approximately $155 million, subject to certain closing and post-closing adjustments and a potential earn-out payment of up to $5 million.
5. Project Quest: VCS Quest Acquisition LLC, now known as Federal-Mogul Chassis LLC, as indirect wholly-owned subsidiary of Federal-Mogul Corporation, has entered into an agreement with Affinia Group, Inc. to acquire certain business assets of Affinias aftermarket chassis component business for a base purchase price of $150 million, subject to certain closing and post-closing adjustments.
6. Capital Contribution Agreement, dated as of March 19, 2018, between Yuratech Co., Ltd. and AE International Limited to support working capital, CAPEX and other cash contributions or investments made in this newly formed Joint Venture in the ordinary course.
7. Joint Venture Contract, dated as of February 22, 2018, among Federal-Mogul Dongsuh (Qingdao) Piston Co., Ltd. and Federal-Mogul (China) Co., Ltd. Dong Feng Motor Parts and Components Group Co., Ltd for the initial equity investment(s) as well as to support working capital, CAPEX and other cash contributions or investments made in this Joint Venture in the ordinary course.
8. Agreement related to Federal-Mogul Zhengsheng (Changsha) Piston Ring Co. Ltd to purchase the remaining 5% ($500k) ownership stake.
9. As separately disclosed to the Administrative Agent by the Company via email on September 19, 2018 (and as supplemented on September 25, 2018), the Company is in discussions with multiple counterparties concerning a series of potential Investments, which Investments would together involve payment of consideration by the Company and its Subsidiaries in an aggregate amount not to exceed $290,000,000. Such potential Investments are in the preliminary stages, and may or may not occur.
10. FM PBW Bearings Private Limited share increase from 10% to 51%, to take a majority position in the Joint Venture, with a cost estimated at $12.5 million. This entity is indirectly owned by Federal-Mogul LLC.
11. Nashik share increase with a cost estimate of $5,000,000. On the Closing Date, Federal-Mogul LLC indirectly owns 19.5% of this Joint Venture.
12. The Companys public tender offer for the purchase of up to 13,916,676 fully paid-up equity shares of Federal-Mogul Goetze (India) Limited ( FMGIL ), face value 10 Indian Rupees per share (the Shares ), from the public shareholders of FMGIL, at a per-share cash purchase price equal to the sum of: (i) 400 Indian Rupees (the Base Price ) plus (ii) interest on the Base Price computed at rate of 10% per annum and otherwise pursuant to Regulation 8(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations (the SAST Regulations ). The Shares represent the 25.02% of the voting share capital of FMGIL on a fully diluted basis. The Company is required to conduct the tender offer pursuant to SAST Regulations as a result of the Companys announcement of its acquisition of Federal-Mogul, which is the indirect holder of 74.98% of all outstanding equity shares of FMGIL.
SCHEDULE 7.10
TRANSACTIONS WITH AFFILIATES
None.
EXHIBIT A-1
TO THE CREDIT AGREEMENT
FORM OF GUARANTEE AGREEMENT
EXECUTION VERSION
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, 2018
Table of Contents
Page | ||||||
SECTION 1. DEFINED TERMS |
1 | |||||
1.1 |
Definitions |
1 | ||||
1.2 |
Other Definitional Provisions |
3 | ||||
SECTION 2. GUARANTEE |
3 | |||||
2.1 |
Guarantee |
3 | ||||
2.2 |
Right of Contribution |
4 | ||||
2.3 |
No Subrogation |
5 | ||||
2.4 |
Amendments, etc. with respect to the Primary Obligations |
5 | ||||
2.5 |
Guarantee Absolute and Unconditional |
6 | ||||
2.6 |
Reinstatement |
7 | ||||
2.7 |
Payments |
7 | ||||
2.8 |
Keepwell |
7 | ||||
SECTION 3. MISCELLANEOUS |
7 | |||||
3.1 |
Amendments in Writing |
7 | ||||
3.2 |
Notices |
7 | ||||
3.3 |
No Waiver by Course of Conduct; Cumulative Remedies |
8 | ||||
3.4 |
Enforcement Expenses; Indemnification |
8 | ||||
3.5 |
Successors and Assigns |
8 | ||||
3.6 |
Set-Off |
8 | ||||
3.7 |
Counterparts |
9 | ||||
3.8 |
Severability |
9 | ||||
3.9 |
Section Headings |
9 | ||||
3.10 |
Integration |
9 | ||||
3.11 |
GOVERNING LAW |
9 | ||||
3.12 |
Submission To Jurisdiction; Waivers |
10 | ||||
3.13 |
Acknowledgements |
10 | ||||
3.14 |
Additional Guarantors |
11 | ||||
3.15 |
Releases |
11 | ||||
3.16 |
WAIVER OF JURY TRIAL |
12 |
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SCHEDULES |
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Schedule 1 |
Notice Addresses |
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ANNEX |
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Annex 1 |
Assumption Agreement |
GUARANTEE AGREEMENT
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.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally made and agreed to make extensions of credit to the Borrowers (as defined in the Credit Agreement) upon the terms and subject to the conditions set forth therein;
WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Guarantor;
WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Guarantors in connection with the operation of their respective businesses;
WHEREAS, the Borrowers and the other Guarantors are engaged in related businesses, and each Guarantor derives and will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;
WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS
1.1 Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
(b) The following terms shall have the following meanings:
Agreement : this Guarantee Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.
Commodity Exchange Act : the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
Guarantor Obligations : with respect to any Guarantor (i) all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, (ii) all obligations or liabilities of such Guarantor under or in respect of Lender Hedge Agreements to which such Guarantor is a party and (iii) all obligations and liabilities of such Guarantor in respect of or in connection with Cash Management Obligations; in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether material or contingent (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).
Guarantors : the collective reference to each Guarantor (for the avoidance of doubt, including the Company); provided that each Guarantor shall be considered a Guarantor only with respect to the Primary Obligations of any other Loan Party.
Lender Hedge Agreements : all interest rate swaps, caps, forward, future, option or collar agreements or similar arrangements entered into by the Company or any of its Subsidiaries with any Lender (or any Affiliate of any Lender) providing for protection against fluctuations in interest rates, currency exchange rates or the exchange of nominal interest obligations or commodities, either generally or under specific contingencies.
Obligations : with respect to any Loan Party, the collective reference to its Primary Obligations and Guarantor Obligations.
Primary Obligations : with respect to any Loan Party, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of such Loan Party (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement or Cash Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the
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Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Loan Party pursuant to the terms of any of the foregoing agreements); provided, that for purposes of determining any Guarantor Obligations of any Guarantor under this Agreement, the definition of Primary Obligations shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor.
Qualified Keepwell Provider : in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an eligible contract participant with respect to such Swap Obligation at such time by entering into a keepwell or guarantee pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
1.2 Other Definitional Provisions . (a) The other definitional and interpretive provisions of Section 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference, mutatis mutandis .
SECTION 2. GUARANTEE
2.1 Guarantee . (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).
(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (other than any Borrower with respect to its Primary Obligations) and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).
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(c) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.
(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations (other than contingent indemnity obligations not due and payable) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Loan Parties may be free from any Primary Obligations.
(e) No payment made by any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated.
(f) Each Guarantor hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Subsidiaries of such Guarantor of their Cash Management Obligations, including (for the avoidance of doubt) any obligations of such Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party, and the obligations and liabilities of Subsidiaries of such Guarantor under the Lender Hedge Agreements (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). For the avoidance of doubt, the guarantee provided in this clause (f) is secured by the Collateral pursuant to the Collateral Agreement and, so long as the applicable Cash Management Obligation was permitted to be entered into or designated as a Cash Management Obligation under the Credit Agreement at the time such obligation was entered into or so designated, the guarantee provided in this clause (f) shall continue to be secured by the Collateral pursuant to the Collateral Agreement even though a limitation under the Credit Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.
2.2 Right of Contribution . Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its
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proportionate share of such payment. Each Subsidiary Guarantors right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.
2.3 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Loan Parties on account of the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.
2.4 Amendments, etc. with respect to the Primary Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Primary Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Primary Obligations continued, and the Primary Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Primary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Primary Obligations or for the guarantee contained in this Section 2 or any property subject thereto.
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2.5 Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Loan Party with Primary Obligations, or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower, any other Loan Party or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower, any other Loan Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof demand shall include the commencement and continuance of any legal proceedings.
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2.6 Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Primary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, any other Loan Party with Primary Obligations or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower, any other Loan Party with Primary Obligations or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.
2.7 Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the applicable currency and at the relevant funding office as set forth in Section 2.19(e) of the Credit Agreement.
2.8 Keepwell . Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender). Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a keepwell, support, or other agreement for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
SECTION 3. MISCELLANEOUS
3.1 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with subsection 10.1 of the Credit Agreement.
3.2 Notices . All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.
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3.3 No Waiver by Course of Conduct; Cumulative Remedies . Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 3.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
3.4 Enforcement Expenses; Indemnification . (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.
(b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Agreement.
(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers would be required to do so pursuant to subsection 10.5 of the Credit Agreement.
(d) The agreements in this Section 3.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.
3.5 Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.
3.6 Set-Off . Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in
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any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof; provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in the definition of Excluded Swap Obligations, no amounts received from, or set-off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent and each Lender under this Section 3.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.
3.7 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
3.8 Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
3.9 Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
3.10 Integration . This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.
3.11 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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3.12 Submission To Jurisdiction; Waivers . Each Guarantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; provided , that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 3.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
3.13 Acknowledgements . Each Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;
(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Lenders.
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3.14 Additional Guarantors . Each Domestic Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Guarantor for all purposes of this Agreement upon execution and delivery by such Domestic Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).
3.15 Releases . (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender), this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of any Guarantor following any such termination, the Administrative Agent shall execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.
(b) At the request and sole expense of the Company, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement (provided that, if the other party to such transaction is the Company or a Subsidiary of the Company, the effect of such transaction is to cause such Subsidiary to become an Excluded Subsidiary), including any releases requested in connection with any such transaction pursuant to Section 7.5(z) of the Credit Agreement in connection with the Spin-Off, or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.
(c) This Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied.
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3.16 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly executed and delivered.
TENNECO INC. |
By: |
Name: |
Title: |
TENNECO AUTOMOTIVE OPERATING COMPANY INC. |
By: |
Name: |
Title: |
TENNECO INTERNATIONAL HOLDING CORP. |
By: |
Name: |
Title: |
TENNECO GLOBAL HOLDINGS INC. |
By: |
Name: |
Title: |
THE PULLMAN COMPANY |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
TMC TEXAS INC. |
By: |
Name: |
Title: |
CLEVITE INDUSTRIES INC. |
By: |
Name: |
Title: |
FEDERAL-MOGUL FINANCING CORPORATION |
By: |
Name: |
Title: |
CARTER AUTOMOTIVE COMPANY LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL IGNITION LLC |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
FEDERAL-MOGUL PISTON RINGS, LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL POWERTRAIN LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL POWERTRAIN IP LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL PRODUCTS US LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL MOTORPARTS LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL WORLD WIDE LLC |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
FELT PRODUCTS MFG. CO. LLC |
By: |
Name: |
Title: |
MUZZY-LYON AUTO PARTS LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL CHASSIS LLC |
By: |
Name: |
Title: |
F-M MOTORPARTS TSC LLC |
By: |
Name: |
Title: |
F-M TSC REAL ESTATE HOLDINGS LLC |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL SEVIERVILLE, LLC |
By: |
Name: |
Title: |
BECK ARNLEY HOLDINGS LLC |
By: |
Name: |
Title: |
FEDERAL-MOGUL FILTRATION LLC |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
Acknowledged and Agreed as of the date hereof: |
JPMORGAN CHASE BANK, N.A. as Administrative Agent |
By: |
Name: |
Title: |
[Signature Page to Tenneco Guarantee]
Annex 1 to
Guarantee Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by , a [limited liability company][corporation] (the Additional Guarantor ), 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 ) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Tenneco Inc. (the Company ), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, and the Administrative Agent have entered into the Credit Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement );
WHEREAS, in connection with the Credit Agreement, the Company and certain of its Affiliates (other than the Additional Guarantor) have entered into the Guarantee Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Guarantee Agreement ) in favor of the Administrative Agent for the benefit of the Lenders;
WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Guarantee Agreement; and
WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee Agreement . By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 3.14 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedule 1 to the Guarantee Agreement.
2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL GUARANTOR] |
By: _________________________________ |
Name: |
Title: |
2.
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
EXHIBIT A-2
TO THE CREDIT AGREEMENT
FORM OF COLLATERAL AGREEMENT
EXECUTION VERSION
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, 2018
TABLE OF CONTENTS
PAGE | ||||||
ARTICLE 1 | ||||||
DEFINED TERMS | ||||||
Section 1.01. |
Definitions | 3 | ||||
Section 1.02. |
Other Definitional Provisions | 11 | ||||
ARTICLE 2 GRANTS OF SECURITY INTERESTS |
||||||
Section 2.01. |
Grants of Security Interests | 11 | ||||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES |
||||||
Section 3.01. |
Title; No Other Liens | 12 | ||||
Section 3.02. |
Perfected Security Interests | 12 | ||||
Section 3.03. |
Perfection Certificate | 12 | ||||
Section 3.04. |
Farm Products | 12 | ||||
Section 3.05. |
Pledged Securities | 12 | ||||
Section 3.06. |
Intellectual Property | 13 | ||||
Section 3.07. |
Deposit Accounts | 13 | ||||
Section 3.08. |
Material Government Contracts | 13 | ||||
Section 3.09. |
Commercial Tort Claims | 13 | ||||
Section 3.10. |
Pledged Promissory Notes | 14 | ||||
ARTICLE 4 COVENANTS |
||||||
Section 4.01. |
Delivery of Instruments, Certificated Securities and Chattel Paper | 14 | ||||
Section 4.02. |
[Reserved] | 14 | ||||
Section 4.03. |
[Reserved] | 14 | ||||
Section 4.04. |
Maintenance of Perfected Security Interests | 14 | ||||
Section 4.05. |
Changes in Locations, Name, etc . | 14 | ||||
Section 4.06. |
Notices | 14 | ||||
Section 4.07. |
Investment Property | 15 | ||||
Section 4.08. |
Intellectual Property | 16 | ||||
Section 4.09. |
Deposit Accounts | 17 | ||||
Section 4.10. |
Receivables | 17 | ||||
Section 4.11. |
Material Government Contracts | 18 | ||||
Section 4.12. |
Commercial Tort Claims | 18 |
i
ARTICLE 5 REMEDIAL PROVISIONS |
||||||
Section 5.01. |
Investment Property, Including Pledged Stock | 18 | ||||
Section 5.02. |
Proceeds To Be Turned Over to Collateral Trustee | 19 | ||||
Section 5.03. |
Application of Proceeds | 19 | ||||
Section 5.04. |
UCC and Other Remedies | 20 | ||||
Section 5.05. |
Certain Matters Relating to Receivables | 21 | ||||
Section 5.06. |
Certain Matters Relating to Material Government Contracts | 21 | ||||
Section 5.07. |
Grant of License to Use Intellectual Property | 21 | ||||
ARTICLE 6 THE COLLATERAL TRUSTEE |
||||||
Section 6.01. |
Collateral Trustees Appointment as Attorney-in-fact, etc . | 22 | ||||
Section 6.02. |
Duty of Collateral Trustee | 23 | ||||
Section 6.03. |
Execution of Financing Statements | 24 | ||||
Section 6.04. |
Authority of Collateral Trustee | 25 | ||||
ARTICLE 7 MISCELLANEOUS |
||||||
Section 7.01. |
Amendments in Writing | 25 | ||||
Section 7.02. |
Notices | 25 | ||||
Section 7.03. |
No Waiver by Course of Conduct; Cumulative Remedies | 25 | ||||
Section 7.04. |
Successors and Assigns | 26 | ||||
Section 7.05. |
Counterparts | 26 | ||||
Section 7.06. |
Severability | 26 | ||||
Section 7.07. |
Section Headings | 26 | ||||
Section 7.08. |
Governing Law | 26 | ||||
Section 7.09. |
Submission to Jurisdiction; Waivers | 26 | ||||
Section 7.10. |
Acknowledgements | 27 | ||||
Section 7.11. |
Additional Grantors | 27 | ||||
Section 7.12. |
Termination of Security Interests; Release of Collateral | 27 | ||||
Section 7.13. |
Excluded Subsidiaries | 30 | ||||
Section 7.14. |
Waiver of Jury Trial | 30 | ||||
Section 7.15. |
Collateral Trust Agreement and Pari Passu Intercreditor Agreement | 30 | ||||
Section 7.16. |
The Administrative Agent | 31 | ||||
Section 7.17. |
Consent of Certain Grantors | 31 | ||||
Section 7.18. |
Extensions | 31 |
ii
SCHEDULES AND ANNEXES | ||
Schedule 1.01A | Pledged Promissory Notes | |
Schedule 1.01B | Pledged Stock | |
Schedule 1.01C | Excluded Joint Ventures | |
Schedule 3.02 | Perfection Matters | |
Schedule 3.06 | Intellectual Property | |
Schedule 3.07 | Deposit Accounts | |
Schedule 3.09 | Commercial Tort Claims | |
Schedule 4.01 | Certain Certificated Securities | |
Exhibit A | Assumption Agreement | |
Exhibit B | Deposit Account Control Agreement | |
Exhibit C | Perfection Certificate | |
Exhibit D-1 | List of Material Government Contracts | |
Exhibit D-2 | Assignment of Government Contracts | |
Exhibit D-3 | Notice of Assignment of Government Contracts |
iii
COLLATERAL AGREEMENT
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).
RECITALS
A. Reference is made to that certain 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 (as defined in the Credit Agreement), and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent ).
B. Reference is made (I) to that certain Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time (including pursuant to those certain Collateral Trust Joinders (as defined below) and the Collateral Trustee Resignation and Appointment Agreements (as defined below)), the Collateral Trust Agreement ), among the Company, Federal-Mogul LLC, the other Subsidiaries of the Company party thereto, the Collateral Trustee and each of JPMorgan Chase Bank, N.A. and the Existing Notes Trustees as First Priority Representatives (as therein defined) and (II) to that certain Pari Passu Intercreditor Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time (including pursuant to the Joinders to Pari Passu Intercreditor Agreement (as defined below)), the Pari Passu Intercreditor Agreement ), among the Existing Notes Trustees and JPMorgan Chase Bank, N.A. (each as an Authorized Representative, as therein defined), the Collateral Trustee, and acknowledged and agreed to by the Company and the Guarantors party thereto.
C. Reference is made (I) to that certain Collateral Trust Joinder, dated as of March 30, 2017, among Citibank, N.A., as Collateral Trustee (the Initial Collateral Trustee ) and Wilmington Trust, National Association, as trustee under the Target March 2017 Indenture (the March 2017 Notes Trustee ) (such joinder, the March 2017 Notes Collateral Trust Joinder ), pursuant to which the March 2017 Notes Trustee became a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined), (II) to that certain Collateral Trust Joinder, dated as of June 29, 2017, among the Initial Collateral Trustee and The Bank of New York Mellon, London Branch, as trustee under the Target June 2017 Indenture (the June 2017 Notes Trustee and, together with the March 2017 Notes Trustee, the Existing Notes Trustees ) (such joinder, the June 2017 Notes Collateral Trust Joinder ), pursuant to which the June 2017 Notes Trustee became a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined) and (III) to that certain Collateral Trust Joinder, dated as of the date hereof, among the Collateral Trustee and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (such joinder, the Credit Facility Collateral Trust Joinder and together with the March 2017 Notes Collateral Trust Joinder and the June 2017 Notes Collateral Trust Joinder, the Collateral Trust Joinders ), pursuant to which the Administrative Agent shall become a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined).
D. 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 (as defined in the Collateral Trust Agreement) 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 (as defined in the Collateral Trust Agreement) (the Prior Collateral Trustee Resignation and Appointment Agreement ) and (II) to that certain Collateral Trustee Resignation and Appointment Agreement, dated as of October 1, 2018, entered into by and among Wilmington Trust, National Association ( Wilmington ), Bank of America, N.A. ( BANA ), each Existing Notes Trustee, in its capacity as a PP&E First Lien Agent (as defined in the Collateral Trust Agreement), the Administrative Agent, in its capacity as a PP&E First Lien Agent (as defined in the Collateral Trust Agreement) and the other parties thereto, pursuant to which Wilmington shall replace BANA as successor Collateral Trustee under the Collateral Trust Agreement and under each other Collateral Trust Security Document (as defined in the Collateral Trust Agreement) (the New Collateral Trustee Resignation and Appointment Agreement and, together with the Prior Collateral Trustee Resignation and Appointment Agreement, the Collateral Trustee Resignation and Appointment Agreements ).
E. Reference is made (I) to that certain Joinder No. 1, dated as of June 29, 2017, to the Pari Passu Intercreditor Agreement, among the Initial Collateral Trustee, Credit Suisse AG, Cayman Islands Branch and each Existing Notes Trustee ( Joinder No. 1 to Pari Passu Intercreditor Agreement ), pursuant to which the June 2017 Notes Trustee became a party to the Pari Passu Intercreditor Agreement (as an Additional Senior Class Debt Representative, as therein defined) and (II) to that certain Joinder No. 2, dated as of October 1, 2018, to the Pari Passu Intercreditor Agreement, among the Collateral Trustee, each Existing Notes Trustee and the Administrative Agent ( Joinder No. 2 to Pari Passu Intercreditor Agreement and, together with Joinder No. 1 to Pari Passu Intercreditor Agreement, the Joinders to Pari Passu Intercreditor Agreement ), pursuant to which the Administrative Agent shall become a party to the Pari Passu Intercreditor Agreement (as an Additional Senior Class Debt Representative, as therein defined).
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as provided herein.
2
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions .
(a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement.
(b) Terms Defined in UCC . Each of the following terms are used herein as defined in the New York UCC: Accounts, Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Instruments, Inventory and Letter-of-Credit Rights, Record and Security.
(c) Additional Definitions . The following additional terms shall have the following meanings:
Agreement shall mean this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
Applicable Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Applicable Representative shall have the meaning set forth in the Collateral Trust Agreement.
Assignment of Claims Act shall mean the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
Closing Date shall mean October 1, 2018.
Collateral shall mean, with respect to each Grantor, all of the following in which such Grantor now has or may hereafter acquire any right, title or interest: all Accounts, Chattel Paper, Commercial Tort Claims, Copyright Licenses, Copyrights, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Intellectual Property, Intercompany Loans, Intercompany Notes, Inventory, Investment Property, Letter-of-Credit Rights, Patent Licenses, Patents, Pledged Stock, Trademark Licenses, Trademarks and all other personal property, whether tangible or intangible, not described above in this definition, all books and records pertaining to any of the foregoing and, to the extent not otherwise included in the foregoing, all Proceeds and products of any and all of the foregoing and all collateral, guarantees and other supporting obligations given by any Person with respect to any of the foregoing; provided that (i) Collateral shall in any event not include any Excluded Assets of such Grantor and (ii) so long as such assets do not constitute collateral securing the Existing Indenture Secured Obligations or any Other First Lien Obligations (as defined in the Pari Passu Intercreditor Agreement), the term Collateral shall not include, and the grant of a security interest as provided hereunder shall not extend to (I) (x) accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that each account receivable and related asset of a Grantor that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute Collateral hereunder) and (y) any Deposit Account that is used to hold collections on any of such accounts receivable and related assets described in the foregoing clause (x) or (II) any Company Stock.
Collateral Trust Agreement shall have the meaning set forth in the preamble hereto.
3
Collateral Trustee shall have the meaning set forth in the preamble hereto.
Company shall have the meaning set forth in the preamble hereto.
Controlled Deposit Account shall mean, with respect to each Grantor, a Deposit Account maintained by such Grantor (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Collateral Trustee is the Depositary Banks customer (as defined in UCC Section 4-104).
Copyright Licenses shall mean, with respect to each Grantor, any written agreement naming such Grantor as licensor or licensee (including, without limitation, those listed in Schedule 3.06 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
Copyrights shall mean, (i) all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 3.06 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.
Credit Agreement shall have the meaning set forth in the preamble hereto.
Credit Facility Secured Obligations shall mean with respect to any Grantor, the collective reference to its Primary Obligations and Guarantor Obligations.
Credit Facility Secured Parties shall mean the holders of the Credit Facility Secured Obligations, including, without limitation, the Collateral Trustee, the Administrative Agent and the Lenders from time to time.
Credit Facility Security Interests shall have the meaning set forth in Section 2.01 hereto.
Deposit Account shall have the meaning set forth in the UCC of any applicable jurisdiction and, in any event, shall include, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. Notwithstanding the foregoing, demand, time, savings, passbook or like accounts established or maintained pursuant to and solely for the purposes of the BMG Cash Pooling Arrangement shall not constitute Deposit Accounts of any Group Member.
Deposit Account Control Agreement shall mean, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement substantially in the form of Exhibit B (with any changes or in such other form that the Collateral Trustee shall have approved at the direction of the Applicable Representative among such Grantor, the Collateral Trustee and the relevant Depositary Bank, (i) providing that such Depositary Bank will comply with instructions originated by the Collateral Trustee directing disposition of the funds in such Deposit Account without further consent by such Grantor and (ii) subordinating to the Credit Facility Security Interests granted hereunder all claims of the Depositary Bank to such Deposit Account (except its right to deduct its normal operating charges and any uncollected funds previously credited thereto), in each case as amended, supplemented or otherwise modified from time to time.
4
Depositary Bank shall mean a bank at which a Controlled Deposit Account is maintained.
Discharge of Credit Facility Secured Obligations means (a) payment in full of the Loans, the Reimbursement Obligations and the other Obligations (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), (b) termination of the Commitments and (c) that no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender).
Event of Default shall mean any Event of Default under (and as such term is defined in) any Specified Agreement.
Excluded Assets shall mean, collectively, with respect to each Grantor, (a) any contract, General Intangible, Copyright License, Patent License or Trademark License ( Intangible Assets ), in each case to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such Intangible Asset (i) is prohibited by any contract, agreement, instrument or indenture governing such Intangible Asset, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained (except, in the case of clauses (i), (ii) and (iii), to the extent such prohibition, right of termination, or requirement of consent, as applicable, is rendered ineffective by the applicable provisions of the New York UCC or other applicable law); provided that any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets, (b) any intent-to-use Trademark application prior to the filing of a Statement of Use or an Amendment to Allege Use with respect thereto, solely to the extent, if any, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (c) all Securitization Assets, (d) Receivables that have been disposed of by a Grantor pursuant to a Factoring Arrangement, (e) Excluded Deposit Accounts, (f) Excluded Joint Ventures, (g) any assets specifically described in Section 7.13 as not being subject to pledge under the Loan Documents and (h) the Capital Stock of any Excluded Subsidiary other than 66 2 ⁄ 3 % of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding nonvoting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (v) or (vi) of the definition of Excluded Subsidiary that is directly owned by the Company or any Grantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Grantor.
Excluded Deposit Account shall mean, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and (b) any Deposit Account the funds in which consist solely of (i) funds held by Company or any Subsidiary in trust for any director, officer or employee of Company or any Subsidiary or any employee benefit plan maintained by Company or any Subsidiary or (ii) funds representing deferred compensation for the directors, officers and employees of Company and its Subsidiaries. As of the Closing Date, all Excluded Deposit Accounts are listed on Schedule 3.07 .
5
Excluded Foreign Subsidiary shall mean at any time (i) any Foreign Subsidiary of a Grantor (other than a Wholly Owned Subsidiary) where such Grantor is prohibited from pledging its ownership interests in such Foreign Subsidiary without the consent of the other owner or owners of such Foreign Subsidiary, (ii) any Foreign Subsidiary where the consent of a Governmental Authority is required for a Grantor to pledge the Capital Stock of such Foreign Subsidiary owned by the Grantor and such consent has not been obtained, which for the avoidance of doubt shall include all Foreign Subsidiaries and Joint Ventures organized under the law of the Peoples Republic of China other than Tenneco (China) Co., Ltd., (iii) any Foreign Subsidiary where the Grantors collectively directly own less than 1% of the Capital Stock of such Foreign Subsidiary, (iv) any Foreign Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that the time and expense of implementing a security arrangement is excessive in relation to the benefits of the Lenders in obtaining the same, and (v) any Foreign Subsidiary of a Grantor having total assets (as determined in accordance with GAAP) in an amount of less than 1% of Consolidated Total Assets of the Company; provided , however , that the total assets (as so determined) of all Excluded Foreign Subsidiaries referenced in the foregoing clause (v) shall not exceed 5% of Consolidated Total Assets of the Company. In the event that the total assets of all Excluded Foreign Subsidiaries referenced in clause (v) of the foregoing sentence exceed 5% of Consolidated Total Assets of the Company, the Company will designate in writing to the Administrative Agent Foreign Subsidiaries which would otherwise constitute Excluded Foreign Subsidiaries to be excluded as Excluded Foreign Subsidiaries until such 5% threshold is met.
Excluded Joint Venture shall mean (a) each joint venture listed on Schedule 1.01C and (b) each joint venture of a Grantor to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such joint venture (i) is prohibited by any contract, agreement, instrument or indenture governing such joint venture, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained; provided , that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC.
Existing Indenture Secured Obligations shall mean all Obligations under the Target Indentures and under the Target Notes, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Target Indentures or the Target Notes but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
Existing Indenture Secured Parties shall mean the holders of the Existing Indenture Secured Obligations, including, without limitation, the Collateral Trustee, the Existing Notes Trustees and the holders of the Target Notes from time to time.
6
Existing Notes Collateral Agreements shall mean (i) the Collateral Agreement, dated as of March 30, 2017, made by Federal-Mogul LLC and certain of its Subsidiaries in favor of Citibank, N.A., as Collateral Trustee and (ii) the Collateral Agreement, dated as of June 30, 2017, made by Federal-Mogul LLC and certain of its Subsidiaries in favor of Citibank, N.A., as Collateral Trustee, in each case as amended, supplemented or otherwise modified from time to time.
Existing Notes Trustees shall have the meaning set forth in the recitals hereto.
Existing Security Interests shall have the meaning set forth in Section 2.01 hereto.
Factoring Arrangements shall mean any arrangements between a Group Member and a third party (other than an Affiliate) under which the Receivables of such Group Member are factored on a non-recourse basis.
Federal Government shall mean the federal government of the United States or any agency or instrumentality thereof.
Final Release Date shall mean the date on which the Discharge of Credit Facility Secured Obligations shall have occurred.
Foreign Subsidiary shall mean any Subsidiary organized under the laws of any jurisdiction outside the United States.
Foreign Subsidiary Voting Stock shall mean the voting Capital Stock of any Foreign Subsidiary.
General Intangibles shall mean, with respect to each Grantor, all general intangibles as such term is defined in Article 9 of the New York UCC and, in any event, including, without limitation, with respect to such Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.
Grantor shall have the meaning set forth in the preamble hereto.
Group Members shall mean Company and its Subsidiaries.
Guarantor Obligations shall have the meaning provided in the Guarantee Agreement.
Intellectual Property shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, service marks, trademark and service mark licenses, trade names, technology, know-how, trade secrets and processes, all registrations and applications for registration of any of the foregoing, all goodwill associated with any of the foregoing, and all rights to sue at law or in equity for any infringement or other impairment or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.
7
Intercompany Loans shall mean the collective reference to all loans and advances, whether or not evidenced by any promissory note or other instrument, made by any Grantor to any Subsidiary, other than such loans and advances in respect of which the pledge thereof would, in the good faith judgment of Company, result in adverse tax consequences to any Group Member.
Intercompany Notes shall mean any promissory note or other instrument evidencing an Intercompany Loan that may be issued to, or held by, any Grantor while this Agreement is in effect (including, without limitation, those promissory notes evidencing Intercompany Loans included on Schedule 1.01A ).
Investment Property shall mean the collective reference to (i) all investment property as such term is defined in Article 9 of the New York UCC (other than any voting stock of any Excluded Subsidiary or Capital Stock of any Excluded Joint Venture excluded from the definition of Pledged Stock) and (ii) whether or not constituting investment property as so defined, all Pledged Securities.
Investment Property Issuer shall mean with respect to any Investment Property, each issuer of such Investment Property.
Material Government Contract shall mean, with respect to each Grantor, a contract between such Grantor and either (i) the Federal Government or (ii) a state or local government of the United States or any agency or instrumentality thereof, that provides for payments to such Grantor in an aggregate amount exceeding $2,000,000.
Mortgage means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee on the Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Trustee and the Administrative Agent.
Mortgaged Property means each parcel of real estate required to be encumbered by a Mortgage pursuant to Schedule 5(a) of the Perfection Certificate.
New York UCC shall mean the UCC as from time to time in effect in the State of New York.
Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Pari Passu Intercreditor Agreement shall have the meaning set forth in the recitals hereto.
Patent License shall mean, with respect to each Grantor, all agreements, whether written or oral, providing for the grant by or to such Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
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Patents shall mean, (i) all letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 3.06 , (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (iii) all rights to obtain any reissues or extensions of the foregoing.
Perfection Certificate shall mean, with respect to each Grantor that is a Domestic Subsidiary, a certificate substantially in the form of Exhibit C , completed and supplemented with the schedules contemplated thereby, and signed by an officer of the Company on behalf of such Grantor.
Permitted Liens shall mean (i) the Existing Security Interests, (ii) the Credit Facility Security Interests and (iii) any other Liens on the Collateral not prohibited by any Specified Agreement.
Permitted Securitization Transaction shall mean one or more securitization transactions permitted under each of the Specified Agreements pursuant to which any Group Member securitizes Receivables and Related Security, including without limitation, as a result of the sale or granting of a Lien on such Receivables and Related Security to any SPV and the contribution of Receivables and Related Security to such SPV.
Pledged Securities shall mean the collective reference to the Pledged Stock and the Intercompany Notes.
Pledged Stock shall mean the shares of Capital Stock listed on Schedules 1.01B and 1.01C , together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, however, that (i) in no event shall more than 66 2 ⁄ 3 % of the total outstanding voting and 100% of the total outstanding non-voting Capital Stock of any Excluded Subsidiary constitute Pledged Stock hereunder and under the other Loan Documents, (ii) no Capital Stock of any Excluded Joint Venture shall constitute Pledged Stock hereunder and under the other Loan Documents and (iii) no Capital Stock of any Excluded Foreign Subsidiary shall constitute Pledged Stock hereunder and under the other Loan Documents so long as such Capital Stock does not constitute collateral securing the Existing Indenture Secured Obligations or any Other First Lien Obligations (as defined in the Pari Passu Intercreditor Agreement).
Primary Obligations shall mean, with respect to any Grantor, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of such Grantor (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement (as defined in the Guarantee Agreement) or Cash
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Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders) that are required to be paid by any Grantor pursuant to the terms of any of the foregoing agreements.
Proceeds shall mean all proceeds as such term is defined in Article 9 of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.
Related Security shall mean, with respect to any Receivables, (a) all Liens and property subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of any Group Member or any SPV in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Securitization Transactions in respect of such goods have been paid, (d) all collections with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing.
Securitization Assets shall mean (i) all Securitized Receivables; (ii) all Related Security with respect to all Securitized Receivables; (iii) all cash collections and other cash proceeds of Securitized Receivables, including, without limitation, cash proceeds of all Related Security with respect to all Securitized Receivables; (iv) each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds described in the preceding clause (iii) are collected or deposited and all balances, checks, money orders and other instruments from time to time therein; and (v) all documentation evidencing any Permitted Securitization Transaction.
Securitized Receivables shall mean all Receivables that have been sold, transferred or assigned pursuant to a Permitted Securitization Transaction.
Security Documents shall mean, collectively (i) the Security Documents as defined in the Credit Agreement and (ii) each Deposit Account Control Agreement.
Specified Agreements shall mean, collectively, the Credit Agreement, the Target Indentures and the Pari Passu Intercreditor Agreement.
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SPV shall mean a wholly-owned Subsidiary of Company which is created for the sole purpose of purchasing Receivables from any Group Member as part of a Permitted Securitization Transaction, which engages in no activities other than in connection with the financing of Receivables and which is designated as an SPV by the board of directors of Company.
Subsidiary Grantors shall mean, collectively, each Grantor other than the Company.
Trademark License shall mean, with respect to any Grantor, any agreement, whether written or oral, providing for the grant by or to such Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Trademarks shall mean, (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (ii) the right to obtain all renewals thereof.
Section 1.02. Other Definitional Provisions . (a) The words . hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.
(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantors Collateral or the relevant part thereof.
ARTICLE 2
GRANTS OF SECURITY INTERESTS
Section 2.01. Grants of Security Interests . Each Grantor, pursuant to the Existing Notes Collateral Agreements, has granted to the Collateral Trustee for the benefit of the Existing Indenture Secured Parties as security for such Grantors Existing Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired (the Existing Security Interests ). Pursuant to this Agreement, each Grantor hereby grants to the Collateral Trustee for the benefit of the Credit Facility Secured Parties, as security for such Grantors Credit Facility Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether now existing or hereafter acquired (the security interests granted hereby to secure the Credit Facility Secured Obligations, the Credit Facility Security Interests ).
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Trustee and the Credit Facility Secured Parties that:
Section 3.01. Title; No Other Liens . Such Grantor owns or has rights in each item of its Collateral free and clear of any and all Liens or claims of others other than Permitted Liens. To the knowledge of each Grantor, no financing statement, security agreement, mortgage or other public notice, in any such case authorized by any such Grantor, with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed with respect to Permitted Liens.
Section 3.02. Perfected Security Interests .
(a) Each Credit Facility Security Interest, upon execution and delivery of the Collateral Trust Joinder and completion of the filings and other actions specified on Schedule 3.02 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid, perfected (to the extent it can be perfected by the completion of such filings and other applicable actions under applicable law), separate and distinct security interests in all of the Collateral in favor of the Collateral Trustee, for the benefit of the Credit Facility Secured Parties that are secured parties with respect to the Credit Facility Security Interests, as collateral security for the Credit Facility Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor.
(b) The Credit Facility Security Interests are prior to all other Liens on the Collateral except for other Permitted Liens described in clauses (i) and (ii) of the definition thereof which have priority over, or parity with, the Credit Facility Security Interests by operation of law; provided that no representations are made with respect to the requirements of any laws of any jurisdiction other than the United States or any State thereof with respect to the perfection or priority of the Credit Facility Security Interests.
Section 3.03. Perfection Certificate . Such Grantor (if a Domestic Subsidiary) has delivered a Perfection Certificate to the Collateral Trustee. The information set forth therein is correct and complete as of the date hereof.
Section 3.04. Farm Products . None of the Collateral of such Grantor constitutes, or is the Proceeds of, Farm Products.
Section 3.05. Pledged Securities . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Investment Property Issuer owned by such Grantor; provided that with respect to each Investment Property Issuer which is an Excluded Subsidiary, not more than 66 2 ⁄ 3 % of the voting and 100% of the nonvoting stock of any such Investment Property Issuer is pledged hereunder.
(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and non-assessable.
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(c) Each of the Intercompany Notes, when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens.
Section 3.06. Intellectual Property . (a) Schedule 3.06 lists all Intellectual Property consisting of United States Patents, Trademarks and Copyrights, applications for United States Patents, and applications for registration of United States Trademarks and Copyrights, and each Patent License, Trademark License and Copyright License in respect of which the annual license payment is greater than $2,000,000, in each case owned by such Grantor in its own name (or in the name of a predecessor entity or in a prior name) on the date hereof.
(b) Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property by such Grantor or the validity or effectiveness of any Intellectual Property owned by such Grantor, nor does Company know of any valid basis for any such claim. To the knowledge of Company, the use of Intellectual Property by each Grantor does not infringe on the rights of any Person in any material respect.
(c) Except as set forth in Schedule 3.06 , on the date hereof, none of the Intellectual Property is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
Section 3.07. Deposit Accounts . On the date hereof, all Deposit Accounts (including Excluded Deposit Accounts) of such Grantor are listed in Schedule 3.07 .
Section 3.08. Material Government Contracts . (a) Exhibit D-1 lists all Material Government Contracts to which such Grantor is a party as of the date hereof. Such Grantor has executed and delivered to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3 , with respect to each of its Material Government Contracts with the Federal Government.
(b) When any notice of assignment referred to in Section 3.08(a) or Section 4.11(a) is filed with the governmental authority or agency or other office described therein, the Credit Facility Security Interests will constitute a valid assignment of the Material Government Contract identified therein, to the extent that such validity is governed by the Assignment of Claims Act.
Section 3.09. Commercial Tort Claims . On the date hereof, all Commercial Tort Claims held by such Grantor are listed in Schedule 3.09 .
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Section 3.10. Pledged Promissory Notes . On the date hereof, all promissory notes evidencing amounts owed to any Grantor are set forth on Schedule 1.01A .
ARTICLE 4
COVENANTS
Each Grantor covenants and agrees with the Collateral Trustee and the Credit Facility Secured Parties that, from and after the Closing Date until the Final Release Date:
Section 4.01. Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Trustee, duly indorsed to the Collateral Trustee, to be held as Collateral pursuant to this Agreement.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Maintenance of Perfected Security Interests . Such Grantor shall maintain each of the Credit Facility Security Interests as perfected security interests having at least the priority described in Section 3.02 and shall defend the Credit Facility Security Interests against the claims and demands of all Persons whomsoever (other than with respect to claims and demands by the beneficiaries of any Credit Facility Security Interests granted or permitted hereunder). Without limiting the generality of the foregoing, such Grantor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state or federal law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfected the Credit Facility Security Interests in the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Trustee promptly after each such filing. The Collateral Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC or any other applicable law in connection with the Collateral.
Section 4.05. Changes in Locations, Name, etc . Such Grantor will not, except upon prior written notice to the Collateral Trustee and delivery to the Collateral Trustee of all additional executed financing statements and other documents that are necessary, or that are reasonably requested by the Collateral Trustee to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 3.03 , or (ii) change its name, identity or corporate or other organizational structure.
Section 4.06. Notices . Promptly after having knowledge thereof, such Grantor will notify in writing the Collateral Trustee and the Administrative Agent, in reasonable detail, of:
(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect, in a material respect, the ability of the Collateral Trustee to exercise any of its remedies hereunder; and
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(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.
Section 4.07. Investment Property . (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Investment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee, hold the same in trust for the Collateral Trustee and deliver the same forthwith to the Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required to perfect the Collateral Trustees Lien over such Investment Property), to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the Credit Facility Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Credit Agreement or any other Loan Documents and subject to the Pari Passu Intercreditor Agreement, any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Collateral Trustee to be held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Trustee, be delivered to the Collateral Trustee to be held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such Grantor while an event of default has occurred and is continuing under the provisions of the Loan Documents, such Grantor shall, until such money or property is paid or delivered to the Collateral Trustee, hold such money or property in trust for the Collateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the Credit Facility Secured Obligations of such Grantor, in each case subject to the Pari Passu Intercreditor Agreement.
(b) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Section 5.01(b) shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 5.01(b) with respect to the Investment Property issued by it.
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Section 4.08. Intellectual Property . (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Trademark ) in order to maintain such Material Trademark in full force free from any claim of abandonment for non-use, (ii) use such Material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and (iii) not (and not permit any licensee or sub-licensee thereof to) knowingly do any act or knowingly omit to do any act whereby such Material Trademark may become invalidated or impaired in any material respect.
(b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any Patent owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Patent ) may become forfeited, abandoned or dedicated to the public.
(c) Such Grantor (either itself or through licensees) will not knowingly do any act or knowingly omit to do any act whereby any Copyright owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Copyright ) may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly do any act whereby any Material Copyright may fall into the public domain.
(d) Such Grantor (either itself or through licensees) will not knowingly do any act or omit to do any act if the performance or nonperformance of such act could reasonably be expected to result in a material infringement to the Intellectual Property of any Person.
(e) Such Grantor will notify the Collateral Trustee and the Administrative Agent immediately if it knows that any application or registration relating to any Intellectual Property owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole ( Material Intellectual Property ), may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) challenging such Grantors ownership of, or the validity of, any such Material Intellectual Property or such Grantors right to register the same or to own and maintain the same.
(f) If during any fiscal quarter such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for a Patent with the United States Patent and Trademark Office, or an application for the registration of any Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, respectively, (ii) otherwise acquire any Patent or Trademark issued by, registered with, or applied for in the United States Patent and Trademark Office, or any Copyright registered with or applied for in the United States Copyright Office, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application owned by such Grantor, such Grantor shall report such acquisition or filing to the Collateral Trustee and the Administrative Agent within 45 days after the last day of such fiscal quarter. Upon request of the Collateral Trustee (acting at the direction of the Administrative Agent), such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.
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(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.
(h) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Material Intellectual Property (which may include the grant of a license to such third party).
Section 4.09. Deposit Accounts . Each Grantor will ensure that (i) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor in existence on the Closing Date (or on the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall at all times be a Controlled Deposit Account and (ii) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor established after the Closing Date (or after the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall be a Controlled Deposit Account within 20 days after such Deposit Account is established (or such longer period of time as the Collateral Trustee shall agree in its reasonable discretion); provided however that the foregoing shall be subject to any post-close periods following the Closing Date permitted in the Credit Agreement for execution of control agreements with respect to the Deposit Accounts.
Section 4.10. Receivables .
(a) While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee, acting at the direction of the Applicable Representative, may require in connection with such test verifications.
(b) [Reserved].
(c) Subject to the provisions of Section 5.05 , each Grantor is authorized to continue to collect such Grantors Receivables in accordance with its customary practices, at its own expense, and to adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices.
(d) At the Collateral Trustees request (acting at the direction of the Administrative Agent), each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.
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(e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any Credit Facility Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any Credit Facility Secured Party of any payment relating thereto.
Section 4.11. Material Government Contracts .
(a) Each Grantor will promptly amend and supplement Exhibit D-1 to include each Material Government Contract entered into by it after the Closing Date, by delivering to the Collateral Trustee a supplemental schedule of Material Government Contracts. Concurrently therewith, such Grantor will execute and deliver to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3 , with respect to each Material Government Contract with the Federal Government listed on such supplemental schedule.
(b) Each Grantor will, from time to time, execute and file (and deliver copies thereof to the Collateral Trustee) all assignments, notices of assignment and other documents required to be filed with any state or local government or agency to insure that such Grantors Material Government Contracts with such government or agency are validly assigned to the Collateral Trustee to the extent that such validity is governed by applicable provisions of state or local law.
Section 4.12. Commercial Tort Claims . Each Grantor agrees that within 10 days of the identification of the existence of any Commercial Tort Claim, such Grantor shall notify the Collateral Trustee of such Commercial Tort Claim, and shall execute such additional documents as shall be required to ensure that such Commercial Tort Claim is subject to each of the Credit Facility Security Interests hereunder.
ARTICLE 5
REMEDIAL PROVISIONS
Section 5.01. Investment Property, Including Pledged Stock . (a) Unless an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall have given notice to the relevant Grantor of the Collateral Trustees intent to exercise its corresponding rights pursuant to Section 5.01(b) , each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property, paid in the ordinary course of business of the relevant Investment Property Issuer, to the extent permitted under the Specified Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which, as the Collateral Trustee shall be advised by the Administrative Agent, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Specified Agreement.
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(b) If an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, subject to the Pari Passu Intercreditor Agreement, (i) the Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property pledged by a Grantor and make application thereof as specified in Section 3.04 of the Collateral Trust Agreement, and (ii) any or all of the Investment Property pledged by a Grantor shall be registered in the name of the Collateral Trustee or its nominee, and the Collateral Trustee or its nominee may (but shall not be obligated to) during such period exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor or Secured Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor hereunder to, subject to the Pari Passu Intercreditor Agreement, (i) comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Applicable Notice of Event of Default is in effect and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, and (ii) if an Applicable Notice of Event of Default is in effect, pay any dividends or other payments with respect to such Investment Property directly to the Collateral Trustee.
Section 5.02. Proceeds To Be Turned Over to Collateral Trustee . If an Applicable Notice of Event of Default shall be in effect, all Proceeds paid in respect of any Collateral received by any Grantor consisting of cash, checks and other similar items shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) subject to the Pari Passu Intercreditor Agreement.
Section 5.03. Application of Proceeds .
(a) All Proceeds of the Collateral received by the Collateral Trustee hereunder shall be held and applied in accordance with Section 3.04 of the Collateral Trust Agreement.
(b) At such intervals as may be agreed upon by the Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agents election, the Administrative Agent may apply all or any part of Proceeds received by the Administrative Agent from the Collateral Trustee in accordance with Section 3.04 of the Collateral Trust Agreement in payment of the Obligations in the following order:
First , to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;
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Second , to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders;
Third , to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and
Fourth , any balance remaining after the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.
Section 5.04. UCC and Other Remedies . If an Applicable Notice of Event of Default is in effect, the Collateral Trustee, on behalf of the Credit Facility Secured Parties, may (but shall not be obligated to) exercise (subject to the Pari Passu Intercreditor Agreement, and in accordance with the Collateral Trust Agreement), in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Credit Facility Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, brokers board or office of the Collateral Trustee or any Credit Facility Secured Party or elsewhere upon such terms and conditions and prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Trustee or any Credit Facility Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Trustees request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantors premises or elsewhere. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.04 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights
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of the Collateral Trustee and the Credit Facility Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the Credit Facility Secured Obligations, in the order specified in the Collateral Trust Agreement, and only after such application and after the payment by the Collateral Trustee of any other amount required by any provision of law, including, without limitation, Article 9 of the New York UCC, shall the Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any Credit Facility Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
Section 5.05. Certain Matters Relating to Receivables . While an Applicable Notice of Event of Default shall be in effect, each Grantor will, if requested to do so by the Collateral Trustee, promptly notify (and such Grantor authorizes the Collateral Trustee so to notify) each account debtor in respect of any of its Receivables that such Receivables have been assigned to the Collateral Trustee hereunder, and that any payments due or to become due in respect of such Receivables are to be made directly to the Collateral Trustee or its designee, as instructed by the Collateral Trustee.
Section 5.06. Certain Matters Relating to Material Government Contracts . While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee may, at the Grantors expense: (i) cause to be filed, delivered and recorded with the Federal Government in accordance with the Assignment of Claims Act any or all assignments and/or notices of assignment executed and delivered to the Collateral Trustee pursuant to Section 3.08(a) and Section 4.11(a) ; and (ii) cause to be filed, delivered and/or recorded with the relevant state or local government or agency any or all assignments, notices of assignment and/or other documents executed and delivered to the Collateral Trustee pursuant to Section 4.11(b) .
Section 5.07. Grant of License to Use Intellectual Property . For the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement, and in accordance with the Pari Passu Intercreditor Agreement, each Grantor, solely during the continuance of an Event of Default, grants to the Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, solely in connection with Collateral Trustees exercise of its rights to the Collateral; provided , however, that nothing in this Section 5.07 shall require a Grantor to grant any license that (a) violates the terms of any agreement between a Grantor and a third party governing the applicable Grantors use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein, or (b) is prohibited by any Requirements of Law; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Collateral Trustee may only be exercised, at the option of the Collateral Trustee, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Collateral Trustee in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
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ARTICLE 6
THE COLLATERAL TRUSTEE
Section 6.01. Collateral Trustee s Appointment as Attorney-in-fact, etc . (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact while an Applicable Notice of Event of Default is in effect, with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following while an Applicable Notice of Event of Default is in effect:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem as necessary for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees and the Credit Facility Secured Parties security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.04 , any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts,
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drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Trustee (acting in consultation with the Applicable Representative) shall in its reasonable discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustees option and such Grantors expense, at any time, or from time to time, all acts and things which the Collateral Trustee may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Collateral Trustees and the Credit Facility Secured Parties security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Collateral Trustee incurred in connection with actions undertaken as provided in this Section 6.01 , together with interest thereon at a rate per annum equal to 2%, from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Grantor, shall be promptly paid by such Grantor to the Collateral Trustee on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Section 6.02. Duty of Collateral Trustee . (a) The Collateral Trustees sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Article 9 of the New York UCC or otherwise, shall be as provided in the Collateral Trust Agreement. Neither the Collateral Trustee, any Credit Facility Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Trustee and the Credit Facility Secured Parties hereunder are solely to protect the Collateral Trustees and the Credit Facility Secured Parties interests in the Collateral and shall not impose any duty upon the Collateral Trustee or any Credit Facility Secured Party to exercise any such powers. The Collateral Trustee and the Credit Facility Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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(b) Any other provision of this Agreement notwithstanding, neither the Collateral Trustee nor the Administrative Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
(c) Neither the Collateral Trustee nor the Administrative Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Credit Facility Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral.
(d) The Collateral Trustee shall be under no obligation to exercise any of its rights or powers vested in it by this Agreement (subject to the Pari Passu Intercreditor Agreement), at the request, order or direction of the Administrative Agent or Credit Facility Secured Party, pursuant to the provisions of this Agreement, unless the Administrative Agent or Credit Facility Secured Party shall have offered to the Collateral Trustee security or indemnity satisfactory to the Collateral Trustee against the losses costs, expenses and liabilities (including, without limitation, reasonable attorneys fees) which might be incurred therein or thereby.
(e) The Collateral Trustee shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States ( Foreign Collateral ) but shall, at the specific request of the Administrative Agent, appoint a person or persons to act on behalf of the Credit Facility Secured Parties with respect to such Foreign Collateral. Such person or persons (provided the same are reasonably acceptable to the Collateral Trustee) and the Collateral Trustee shall enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement purporting to relate to the Credit Facility Security Interest in such item of Foreign Collateral pursuant to which such person or persons shall exercise the rights and remedies of the Collateral Trustee and the Credit Facility Secured Parties in the Foreign Collateral for their respective benefit.
(f) In exercising any right, power or discretion under this Agreement and any other Security Document, the Collateral Trustee shall be entitled to seek the direction of the Administrative Agent.
Section 6.03. Execution of Financing Statements . Pursuant to Article 9 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Trustee to file or record, or cause to be filed or recorded, financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as shall be appropriate to perfect the security interests of the Collateral Trustee under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
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Section 6.04. Authority of Collateral Trustee . Each Grantor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Trustee and the Credit Facility Secured Parties, be governed by the Collateral Trust Agreement, the Pari Passu Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Trustee and the Grantors, the Collateral Trustee shall be conclusively presumed to be acting as agent for the Credit Facility Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. The Grantors and the Credit Facility Secured Parties acknowledge that the rights, privileges, protections, immunities and benefits given to the Collateral Trustee under the Collateral Trust Agreement, including, without limitation, its right to be indemnified, are hereby incorporated herein by reference thereto as if set forth herein in full.
ARTICLE 7
MISCELLANEOUS
Section 7.01. Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing executed by the Grantors and by the Collateral Trustee (pursuant to instructions given in accordance with the Collateral Trust Agreement).
Section 7.02. Notices . All notices, requests and demands to or upon the Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 6.01 of the Collateral Trust Agreement; provided that any such notice, request or demand to or upon any Subsidiary Grantor shall be addressed to such Subsidiary Grantor c/o Company and that any such notice, request or demand to or upon the Collateral Trustee shall be addressed to the Collateral Trustee at its notice address set forth in the Collateral Trust Agreement.
Section 7.03. No Waiver by Course of Conduct; Cumulative Remedies . Neither the Collateral Trustee nor any Credit Facility Secured Party shall by any act (except by a written instrument pursuant to Section 7.01 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee or any Credit Facility Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Trustee or any Credit Facility Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Trustee or such Credit Facility Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
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Section 7.04. Successors and Assigns . This Agreement shall be binding upon the successors and permitted assigns of each Grantor and shall inure to the benefit of the Collateral Trustee and the Credit Facility Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee or as otherwise expressly permitted in the Credit Agreement.
Section 7.05. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 7.06. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 7.07. Section Headings . The Section headings used in this Agreement are solely for convenience of reference only and shall not constitute a part of this Agreement or affect the meaning, construction or effect of any provision hereof.
Section 7.08. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 7.09. Submission to Jurisdiction; Waivers . Each Grantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Security Document will prevent the Collateral Trustee or any Credit Facility Secured Party from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against the Collateral or any other property of any Grantor in any other forum in which jurisdiction can be established;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.02 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto;
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(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.09 any special, exemplary, punitive or consequential damages.
Section 7.10. Acknowledgements . Each Grantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Credit Agreement and the other Security Documents to which it is a party;
(b) neither the Collateral Trustee nor any Credit Facility Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Specified Agreements or the other Security Documents, and the relationship between the Grantors, on the one hand, and the Collateral Trustee and Credit Facility Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by any of the Specified Agreements or other Security Documents, or otherwise exists by virtue of the transactions contemplated hereby among the Credit Facility Secured Parties or among the Grantors and the Credit Facility Secured Parties.
Section 7.11. Additional Grantors . Each Subsidiary of Company that is required to become a party to this Agreement pursuant to any Specified Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Exhibit A hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).
Section 7.12. Termination of Security Interests; Release of Collateral .
(a) The Credit Facility Security Interests shall terminate on the Final Release Date.
(b) Notwithstanding anything herein to the contrary, this Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied.
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(c) [Reserved].
(d) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement (but other than to any other Grantor), including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, then the Credit Facility Security Interests on such Collateral (but not on any Proceeds thereof) shall be automatically released upon the consummation of such sale, transfer or other disposition. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(d) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(d) , a written request for release identifying the relevant Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement.
(e) If (x)(i) all the Capital Stock of a Subsidiary Grantor shall be sold, transferred or otherwise disposed of (but other than to any other Grantor), (ii) a Subsidiary Grantor shall enter into any merger, consolidation or amalgamation with a Person that is not a Grantor (and is not required to be a Grantor) and such Subsidiary Grantor is not the survivor of such merger, consolidation or amalgamation, or (iii) a Subsidiary Grantor shall liquidate, wind up or dissolve itself (or be liquidated or dissolved), in the case of each of clauses (i), (ii) and (iii) pursuant to a transaction permitted by the Credit Agreement, including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, or (y) a Subsidiary Grantor is designated an Unrestricted Subsidiary in accordance with Section 6.10 of the Credit Agreement and the definition of Unrestricted Subsidiary in the Credit Agreement, in each case such Subsidiary Grantor shall be automatically released from its obligations hereunder. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(e) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(e) , a written request for release identifying the relevant Subsidiary Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement.
(f) Upon the termination of any Credit Facility Security Interests in accordance with any of clauses (a), (d) and (e) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, the Collateral shall be released from such Credit Facility Security Interests, all without delivery of any instrument or performance of any act by any party; provided that, to the extent such Collateral was released from the Credit Facility Security Interests upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, such Credit Facility Security Interests shall be automatically reinstated, granted and shall become immediately effective, all without delivery of any instrument or performance of any act by any party, at any time that the requirements of a
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Suspension Period Event are no longer satisfied. Upon the occurrence of the Final Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the relevant Grantors. At the request and sole expense of any Grantor following the Final Release Date, the Collateral Trustee shall deliver to such Grantor any Collateral held by the Collateral Trustee hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Trustee shall release the Collateral as provided in Section 6.10 of the Collateral Trust Agreement.
(g) Upon the termination of any Credit Facility Security Interests in accordance with clause (a) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, at the request and sole expense of any Grantor, the Collateral Trustee shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination of the Credit Facility Security Interests; provided that, to the extent such Credit Facility Security Interests were terminated upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, within fifteen (15) Business Days after the first date that the requirements of such Suspension Period Event are no longer satisfied, each Grantor shall (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as are necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee.
(h) The Collateral Trustee will, at any time, upon the written instruction of the Administrative Agent, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for any release contemplated above in this Section 7.12 of the Credit Facility Security Interests securing the Credit Facility Secured Obligations with respect to which the Administrative Agent is the Administrative Agent in the Collateral specified by the Administrative Agent in such instruction; provided that, to the extent such Credit Facility Security Interests were released upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, within fifteen (15) Business Days after the first date that the requirements of such Suspension Period Event are no longer satisfied, each Grantor shall (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as are necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee.
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(i) By acceptance of the benefits hereof, each Credit Facility Secured Party acknowledges and consents to the provisions of this Section 7.12 , agrees that the Collateral Trustee shall incur no liability whatsoever to any Credit Facility Secured Party for any release effected by the Collateral Trustee in accordance with this Section 7.12 and agrees that the Administrative Agent shall not incur any liability whatsoever to any Credit Facility Secured Party for any release directed or consented to by it in accordance with the applicable Specified Agreement.
(j) If any Subsidiary becomes an Excluded Subsidiary, (i) such Excluded Subsidiary shall be automatically released from its obligations hereunder as a Grantor, (ii) any Security Interest on the Capital Stock of such Excluded Subsidiary shall be automatically released except to the extent that this agreement otherwise permits a Security Interest on the Capital Stock of an Excluded Subsidiary and (iii) any Security Interest on the assets of such Excluded Subsidiary shall be automatically released.
Section 7.13. Excluded Subsidiaries . (a) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, except with respect to any Foreign Loan Party, no pledges or other security documentation governed by the law of any jurisdiction other than the United States of America (or any political subdivision thereof) shall be required with respect to any Capital Stock of any Foreign Subsidiary that is evidenced by a certificate delivered to the Collateral Trustee.
(b) If any Grantor delivers Certificated Securities to the Collateral Trustee representing in excess of 66 2 ⁄ 3 % of the voting and 100% of the non-voting Capital Stock of any Excluded Subsidiary ( Excess Securities ) in order to facilitate compliance with Section 4.01 , the Collateral Trustee agrees that (i) such Excess Securities shall not constitute Pledged Stock or Collateral, (ii) the Collateral Trustee shall have no right, title or interest in or to such Excess Securities (including, without limitation, voting rights) and (iii) the Collateral Trustee shall hold such Excess Securities solely as a nominee for the benefit of such Grantor.
Section 7.14. Waiver of Jury Trial . EACH OF THE GRANTORS, AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE COLLATERAL TRUSTEE AND THE CREDIT FACILITY SECURED PARTIES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Section 7.15. Collateral Trust Agreement and Pari Passu Intercreditor Agreement . Notwithstanding anything herein to the contrary, the liens and security interests granted pursuant to this Agreement and the exercise of any right or remedy with respect thereto are subject to the provisions of the Pari Passu Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict or inconsistency between the provisions of the Pari Passu Intercreditor Agreement and this Agreement, the provisions of the Pari Passu Intercreditor Agreement shall control, and between the Collateral Trust Agreement and this Agreement, the provisions of the Collateral Trust Agreement shall control. Each Credit Facility Secured Party, by acceptance of the benefits hereof, hereby acknowledges that it is subject to and bound by the provisions of the Pari Passu Intercreditor Agreement in its capacity as a holder of Additional Senior Class Debt (as defined in the Pari Passu Intercreditor Agreement).
30
Section 7.16. The Administrative Agent . The Grantors and the Credit Facility Secured Parties acknowledge that when acting hereunder, including without limitation, when exercising any discretion or right to direct the Collateral Trustee, the Administrative Agent shall be entitled to all of the rights, privileges, protections, immunities and benefits given to the Administrative Agent under the Credit Agreement, including, without limitation, its right to be indemnified.
Section 7.17. Consent of Certain Grantors . Each of (i) F-M Motorparts TSC LLC, in its capacity as member of F-M TSC Real Estate Holdings LLC, (ii) Federal-Mogul Motorparts LLC, in its capacity as member of each of Muzzy-Lyon Auto Parts LLC, Federal-Mogul Chassis LLC, Federal-Mogul Filtration LLC, Federal-Mogul World Wide LLC, Carter Automotive Company LLC, Beck Arnley Holdings LLC, Federal-Mogul Products US LLC and F-M Motorparts TSC LLC, (iii) Federal-Mogul Valve Train International LLC, in its capacity as member of Federal-Mogul Sevierville, LLC, (iv) Federal-Mogul Powertrain LLC, in its capacity as member of Federal-Mogul Piston Rings, LLC, Federal-Mogul Powertrain IP LLC, Felt Products MFG. CO. LLC, Federal-Mogul Ignition LLC and Federal-Mogul Value Train International LLC, and (v) Tenneco Inc., in its capacity as member of Federal-Mogul Motorparts LLC and Federal-Mogul Powertrain LLC, hereby acknowledge and agree that this Agreement shall constitute a waiver of the provisions of Section 12.9 (or, with respect to Federal-Mogul Chassis LLC, Section 13.9) of each such Grantors limited liability company agreement and, to the extent applicable, constitute satisfaction and fulfillment of the requirement that the member of each such Grantor consent to the acquisition by the Collateral Trustee, the Administrative Agent and any other Secured Party, as creditors of such Grantor or the member of Grantor under the Credit Agreement, of a membership interest or interest in the profits or property of such Grantor as required pursuant to the second sentence thereof.
Section 7.18. Extensions . Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, the Collateral Trustee may, at the direction of the Administrative Agent (which shall give such direction in the Administrative Agents sole discretion), grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets of any Loan Party (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date).
[SIGNATURE PAGES FOLLOW]
31
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.
TENNECO INC. | ||
By: |
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Name: | ||
Title: | ||
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
By: |
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Name: | ||
Title: | ||
TENNECO INTERNATIONAL HOLDING CORP. | ||
By: |
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Name: | ||
Title: | ||
TENNECO GLOBAL HOLDINGS INC. | ||
By: |
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Name: | ||
Title: |
THE PULLMAN COMPANY | ||
By: |
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Name: | ||
Title: | ||
TMC TEXAS INC. | ||
By: |
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Name: | ||
Title: | ||
CLEVITE INDUSTRIES INC. | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
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Name: | ||
Title: | ||
CARTER AUTOMOTIVE COMPANY LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL IGNITION LLC | ||
By: |
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Name: | ||
Title: |
FEDERAL-MOGUL PISTON RINGS, LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL POWERTRAIN LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL PRODUCTS US LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL MOTORPARTS LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL WORLD WIDE LLC | ||
By: |
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Name: | ||
Title: |
FELT PRODUCTS MFG. CO. LLC | ||
By: |
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Name: | ||
Title: | ||
MUZZY-LYON AUTO PARTS LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL CHASSIS LLC | ||
By: |
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Name: | ||
Title: | ||
F-M MOTORPARTS TSC LLC | ||
By: |
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Name: | ||
Title: | ||
F-M TSC REAL ESTATE HOLDINGS LLC | ||
By: |
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Name: | ||
Title: |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||
By: |
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Name: |
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Title: |
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BECK ARNLEY HOLDINGS LLC | ||
By: |
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Name: | ||
Title: | ||
FEDERAL-MOGUL FILTRATION LLC | ||
By: |
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Name: |
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Title: |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee | ||
By: |
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Name: | ||
Title: |
Exhibit A to
Collateral Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by (the Additional Grantor ), in favor of Wilmington Trust, National Association, not individually but solely as Collateral Trustee (the Collateral Trustee ) under the Collateral Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Collateral Agreement ), among Tenneco Inc., a Delaware corporation (the Company ), the Subsidiaries of Company parties thereto and the Collateral Trustee.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the Credit Facility Secured Parties;
WHEREAS, the Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL GRANTOR] | ||
By: |
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Name: | ||
Title: |
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1.01A
Supplement to Schedule 1.01B
Supplement to Schedule 1.01C
Supplement to Schedule 3.02
Supplement to Schedule 3.06
Supplement to Schedule 3.07
Supplement to Schedule 3.09
Supplement to Schedule 4.01
Exhibit B to
Collateral Agreement
DEPOSIT ACCOUNT CONTROL AGREEMENT
DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of , 20 among (the Lien Grantor ), ***NAME OF LIEN GRANTEE***, as Collateral Trustee (the Secured Party ), and (the Bank ). All references herein to the UCC refer to the Uniform Commercial Code as in effect from time to time in [the State of New York]. Terms defined in the UCC have the same meanings when used herein.
W I T N E S S E T H:
WHEREAS, the Lien Grantor is the Banks customer (as defined in Section 4104(1)(e) of the UCC) with respect to the Account (as defined below);
WHEREAS, pursuant to a Collateral Agreement, dated as of October 1, 2018 (as such agreement may be amended and/or supplemented from time to time, the Security Agreement ), the Lien Grantor has granted to the Secured Party a continuing security interest (the Transaction Lien ) in all right, title and interest of the Lien Grantor in, to and under the Account; and
WHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Account and any and all funds or deposits from time to time held therein or credited thereto, whether now owned or existing or hereafter acquired or arising;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Establishment of Account . The Bank confirms that:
(i) the Bank has established account number [identify account number] in the name of [name of Lien Grantor] (such account and any successor account, the Account );
(ii) the Account is a deposit account as defined in Section 9-102(a)(29) of the UCC; and
(iii) the Bank is a bank (as defined in section 9-102 of the UCC) and is acting in such capacity in respect of the Account.
Section 2. Instructions. The Lien Grantor, the Secured Party and the Bank agree that the Bank will comply with (i) any instruction originated by the Secured Party directing disposition of funds in the Account and (ii) any other instruction from the Secured Party in respect of the Account, in each case without further consent by the Lien Grantor or any other person.
Section 3. Waiver of Lien; Waiver of Set-off. The Bank waives any security interest, lien or right to make deductions or setoffs that it may now have or hereafter acquire in or with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto. No amounts credited to the Account will be subject to deduction, set-off, bankers lien, or any other right in favor of any person other than the Secured Party [(except that the Bank may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Account and (ii) the face amount of any checks that have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds)].
Section 4. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of [the State of New York]. [The State of New York] shall be deemed to be the banks jurisdiction (as defined in Section 9-304 of the UCC) with respect to the Account.
Section 5. Conflict with Other Agreements. There is no agreement (except this Agreement) between the Bank and the Lien Grantor with respect to the Account [except for [identify any existing other agreements] (the Existing Other Agreements )]. In the event of any conflict between this Agreement (or any portion hereof) and any other agreement [(including any Existing Other Agreement)] between the Bank and the Lien Grantor with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto, whether now existing or hereafter entered into, the terms of this Agreement shall prevail. [If any Existing Other Agreement does not specify that it is governed by the laws of [the jurisdiction specified in Section 4], such Existing Other Agreement is hereby amended to specify that it is governed by the laws of [the jurisdiction specified in Section 4].
Section 6. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.
Section 7. Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Lien Grantor, the Bank does not know of any claim to, or interest in, the Account or any or all funds or deposits held therein or credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Account or any or all funds or deposits held therein or credited thereto, the Bank will promptly notify the Secured Party and the Lien Grantor thereof.
Section 8. Maintenance of Account. In addition to, and not in lieu of, the obligation of the Bank to honor instructions originated by the Secured Party as agreed in Section 2 hereof, the Bank agrees to maintain the Account as follows:
(i) Lien Grantor Entitlement Orders; Notice of Exclusive Control. So long as the Bank has not received a Notice of Exclusive Control (as defined below), the Bank may comply with instructions originated by the Lien Grantor or any duly authorized agent of the Lien Grantor in respect of the Account and any or all funds or deposits held therein or credited thereto. After the Bank receives a written notice from the Secured Party that it is exercising exclusive control over the Account (a Notice of Exclusive Control ), the Bank will cease complying with instructions originated by the Lien Grantor or any of its agents.
(ii) Statements. The Bank will promptly send copies of all statements and other correspondence concerning the Account simultaneously to each of the Lien Grantor and the Secured Party at their respective addresses specified in Section 11 hereof.
(iii) Tax Reporting. All items of income, gain, expense and loss recognized in the Account or in respect of any funds or deposits held therein or credited thereto shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Lien Grantor.
Section 9. Representations, Warranties and Covenants of the Bank. The Bank makes the following representations, warranties and covenants:
(i) The Account has been established as set forth in Section 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. The Bank will not change the name or account number of the Account without the prior written consent of the Secured Party.
(ii) Neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC)
(iii) This Agreement is a valid and binding agreement of the Bank enforceable in accordance with its terms.
(iv) The Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other than the Secured Party) relating to the Account and/or any funds or deposits held therein or credited thereto pursuant to which it has agreed, or will agree, to comply with instructions of such person. The Bank has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions originated by the Secured Party as agreed in Section 2 hereof.
Section 10. Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 11. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:
Lien Grantor:
Secured Party:
Bank:
Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties in the manner specified above.
Section 12. Termination. The rights and powers granted herein to the Secured Party (i) have been granted in order to perfect the Transaction Lien, (ii) are powers coupled with an interest and (iii) will not be affected by any bankruptcy of the Lien Grantor or any lapse of time. The obligations of the Bank hereunder shall continue in effect until the Secured Party has notified the Bank in writing that the Transaction Lien has been terminated pursuant to the terms of the Security Agreement.
[NAME OF LIEN GRANTOR] | ||
By: |
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Name: | ||
Title: | ||
***NAME OF LIEN GRANTEE***, | ||
as Collateral Trustee | ||
By: |
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Name: | ||
Title: | ||
[NAME OF BANK] | ||
By: |
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Name: | ||
Title: |
Exhibit A
[Letterhead of Secured Party]
[Date]
[Name and Address of Bank]
Attention:
Re: Notice of Exclusive Control
Ladies and Gentlemen:
As referenced in the Deposit Account Control Agreement dated as of , among [name of Lien Grantor], us and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over deposit account number (the Account ) and all funds and deposits from time to time held therein or credited thereto. You are instructed not to accept any directions or instructions with respect to the Account or the funds or deposits held therein or credited thereto from any person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.
You are instructed to deliver a copy of this notice by facsimile transmission to [name of Lien Grantor].
Very truly yours, | ||
***NAME OF LIEN GRANTEE***, | ||
as Collateral Trustee | ||
By: |
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Name: | ||
Title: |
cc: [name of Lien Grantor]
Exhibit C to
Collateral Agreement
PERFECTION CERTIFICATE
, 2018
With reference to the (x) Collateral Agreement dated as of the date hereof among TENNECO INC. ( Company ), Wilmington Trust, National Association, as collateral trustee under the Collateral Trustee Agreement (in such capacity, the Collateral Trustee ) and the Subsidiaries of Company (together with Company, collectively the Grantors and, individually a Grantor ) (the Collateral Agreement ), and (y) the Collateral Trust Agreement (as defined in the Collateral Agreement) (capitalized terms used but not defined herein shall have the meaning assigned to such term in the Collateral Agreement), the Company, on behalf of each Grantor, hereby certifies as follows:
Section 1. Legal Names, Organizations and Jurisdictions of Organization . (a) Set forth on Schedule 1(a) is the exact legal name, the type of organization and the jurisdiction of organization or formation, as applicable, of each Grantor.
(b) Except as set forth on Schedule 1(b) , no Grantor has, within the past five years, changed its legal name, jurisdiction of organization or its corporate structure in any way ( e.g., by merger or consolidation with any other Person or acquired all or substantially all of the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) another Person (other than any other Grantor)).
(c) Set forth on Schedule 1(c) is each trade name or assumed name used by any Grantor during the past five years or by which any Grantor has been known or has transacted any business during the past five years.
Section 2. Organizational and Federal Taxpayer Identification Numbers . Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including street address, city, county and state) of the chief executive office of such Grantor or the registered office of such Grantor, if applicable, at any time in the past five years and (iv) the U.S. federal taxpayer identification number of each Grantor.
Section 3. Acquisitions of Capital Stock or Assets . Except as set forth on Schedule 3 , no Grantor has acquired any Capital Stock of another entity or substantially all the assets of another entity within the past five years.
Section 4. UCC Filings; Authorization to File Financing Statements . (a) Financing statements have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located. Set forth on Schedule 4 is a true and correct list of each such filing and the Uniform Commercial Code filing office in which such filing is to be made.
(b) Each Grantor, to the extent permitted by applicable law, hereby agrees to file and hereby authorizes the Collateral Trustee to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Trustee may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Collateral Trustee for the benefit of the Credit Facility Secured Parties. Such financing statements may describe the collateral in the same manner as described in the agreement granting a security interest or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted or to be granted to the Collateral Trustee for the benefit of the Credit Facility Secured Parties, including, without limitation, describing such property as all assets or all personal property.
Section 5. Real Property . (a) Set forth on Schedule 5(a) is a true and correct list of (i) all real property owned, leased or otherwise held by each Grantor as of the Closing Date (including fixtures) having a value, in the reasonable opinion of Company, of $[5,000,000] or greater to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned by each Grantor as of the Closing Date, (iii) the common names, addresses and uses of each Mortgaged Property (stating improvements located thereon), (iv) the county or other jurisdiction in which a Mortgage and, if applicable, a fixture filing on each Mortgage is to be recorded and/or filed and (v) any other information relating thereto required by Schedule 5(a) .
(b) Except as described in Schedule 5(b) , (i) no Grantor has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property listed in Schedule 5(a) and (ii) no Grantor has any leases which require the approval, consent, exemption, authorization, or other action by, or notice to, or filing with any federal, state, local, supranational or foreign court or governmental agency, authority, instrumentality or regulatory body, or any other Person for the transactions contemplated by the Credit Agreement.
Section 6. Tangible Personal Property . Set forth on Schedule 6 are all the locations where any Grantor currently maintains or has maintained within the past five years any of its tangible personal property (including goods, inventory and equipment), including property in the possession of a third party ( e.g. , warehouseman or other bailee) to the extent not provided pursuant to Section 5 above.
Section 7. Investment-Related Property . Set forth on Schedule 7 is a true and correct list, for each Grantor, of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other Capital Stock of Company or any Subsidiary or (to the extent such Capital Stock is certificated) of any other Person owned, beneficially or of record, by such Grantor, specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Capital Stock and setting forth the percentage of such Capital Stock pledged under the Security Documents.
Section 8. Debt Instruments . Set forth on Schedule 8 is a true and correct list, for each Grantor, of all promissory notes and other instruments held by such Grantor that are required to be pledged under the Security Documents, including all intercompany notes between or among Company and the Subsidiaries, and to the extent applicable, specifying the creditor and debtor thereunder and the outstanding principal amount thereof.
Section 9. Intellectual Property . (a) Set forth on Schedule 9(a) is a true and correct list, for each Grantor, of all Patents and Patent applications owned by such Grantor (except, for the avoidance of doubt, as otherwise indicated on Schedule 9(a) ), including the name of the owner, title, registration or application number of any registrations or applications.
(b) Set forth on Schedule 9(b) is a true and correct list, for each Grantor, of all Trademark and service mark registrations and applications owned by such Grantor (other than intent-to-use Trademark and service mark applications), including the name of the registered owner and the registration or application number of any registrations and applications.
(c) Set forth on Schedule 9(c) is a true and correct list, for each Grantor, of all Copyright registrations and applications owned by such Grantor, including the name of the registered owner, title and the registration number of any Copyright registrations.
(d) Set forth on Schedule 9(d) is a true and correct list, for each Grantor, of all exclusive Copyright Licenses under which such Grantor is a licensee, including the name and address of the licensor under such exclusive Copyright License and the name of the registered owner, title and the registration or serial number of any copyright registration to which such exclusive Copyright License relates.
Section 10. Commercial Tort Claims . Set forth on Schedule 10 is a true and correct list of Commercial Tort Claims held by any Grantor, including a brief description thereof.
Section 11. Letter of Credit Rights . Set forth on Schedule 11 is a true and correct list of all letters of credit issued in favor of any Grantor, as beneficiary thereunder.
Section 12. Securities Accounts . Set forth on Schedule 12 is a true and correct list of all securities accounts in which any Grantor maintains securities or other similar assets.
Section 13. Deposit Accounts . Set forth below on Schedule 13 is a true and correct list of all deposit accounts of each Grantor.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Company has caused this Perfection Certificate to be executed as of the date first written above by its officer thereunto duly authorized.
TENNECO INC. | ||
By: |
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Name: | ||
Title: |
S-1
SCHEDULE 1(a)
Legal Names, Organizations and Jurisdictions of Organization
Grantors Legal Name |
Type of Organization |
Jurisdiction of Organization/Formation |
||
1. | ||||
2. | ||||
3. |
S-2
SCHEDULE 1(c)
Trade Names
Grantor |
Trade Name |
S-4
SCHEDULE 3
Acquisitions of Capital Stock or Assets
Acquired Business |
Acquiring Grantor |
Acquisition Date |
Operations & Locations(s) |
S-6
SCHEDULE 4
UCC Filings
Grantor |
UCC Filing Office / County Recorders Office |
|
1. | ||
2. | ||
3. |
S-7
SCHEDULE 5(a)
Real Property
I. Owned Real Property
Entity of Record |
Common Name
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
To be
|
Option
to
|
|||||||
II. Real Property Leased or Otherwise Held by a Grantor
Owner/Landlord of
|
Lessee/Grantor |
Common Name
|
To Be
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
|||||||
S-8
Operating Leases/Agreements
Owner/Landlord of Record |
Lessee/Grantor |
Common Name
|
To Be
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
|||||||
(1) |
Square footage estimates represent amounts provided for property and casualty insurance coverage purposes and do not represent net usable area. Furthermore, Grantors make no representations or warranties whatsoever as to the actual square footage of any improvements. |
S-9
SCHEDULE 5(b)
I. Landlords / Grantors Consent Required
II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Grantor holds Landlords / Grantors Interest
S-10
SCHEDULE 6
Tangible Personal Property
(to the extent not listed in Schedule 5(a) above)
S-11
SCHEDULE 9
Intellectual Property
Schedule 9(a): Patents
Schedule 9(b): Trademarks
Schedule 9(c): Copyrights
Schedule 9(d): Copyright Licenses
S-14
SCHEDULE 10
Commercial Tort Claims
Grantor |
Amount of Commercial Tort Claim |
Description |
||
S-15
SCHEDULE 11
Letter of Credit Rights
S-16
SCHEDULE 12
Securities Accounts
S-17
SCHEDULE 13
Deposit Accounts
Grantor |
Depository Institution & Address |
Account Number |
Type of Account |
Account Name |
||||
S-18
Exhibit D-2 to
Collateral Agreement
ASSIGNMENT OF GOVERNMENT CONTRACTS
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto Wilmington Trust, National Association, as Collateral Trustee, all monies due or to become due under the contracts identified in Exhibit D-1 hereto, on this [ ] day of [ ], 20[ ].
[GRANTOR] | ||
By: |
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Name: | ||
Title: |
S-20
Exhibit D-3 to
Collateral Agreement
NOTICE OF ASSIGNMENT OF GOVERNMENT CONTRACTS
TO: [Name of Government Entity]
This has reference to Contract No. dated , entered into between [GRANTOR], [GRANTORS ADDRESS] (the Contractor ), and [governmental agency, name of office, and address], for [describe nature of the contract].
Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
A true copy of the instrument of assignment executed by the Contractor on is attached to the original notice.
Payments due or to become due under this contract should be made to the undersigned assignee.
Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.
Very truly yours, | ||
Wilmington Trust, National Association, as Collateral Trustee |
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By: |
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Name: | ||
Title: |
ACKNOWLEDGMENT
Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at (a.m.) (p.m.) on , .
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[signature and title] |
On Behalf of |
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[name of addressee of this notice] |
EXHIBIT B
TO THE CREDIT AGREEMENT
FORM OF
COMPLIANCE CERTIFICATE
[For the Fiscal Quarter ending ]
[For the Fiscal Year ending ]
Pursuant to Section 6.2(b) of the Credit Agreement, dated as of October 1, 2018 (as amended, modified or supplemented from time to time, the Credit Agreement ; terms defined therein being used herein as therein defined unless otherwise defined), among TENNECO INC. (the Company ), TENNECO AUTOMOTIVE OPERATING COMPANY INC., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the lenders parties thereto (the Lenders ) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, the undersigned, duly elected, qualified and acting Responsible Officer of the Company hereby certifies that: 1
As of the date hereof such Responsible Officer has obtained no knowledge of any Default or Event of Default except as follows: .
The financial statements referred to in Section 6.1 of the Credit Agreement which have been delivered concurrently with the delivery of this Compliance Certificate fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the date of such financial statements, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments in the case of quarterly financial statements). Such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involved and with prior periods (except as approved by a Responsible Officer and disclosed therein).
The covenants as listed and calculated in Attachment 1 are based on the financial statements referred to in Section 6.1 of the Credit Agreement which are delivered concurrently with the delivery of this Compliance Certificate.
[Attached hereto as Attachment 2 is a calculation of Excess Cash Flow for the most recent fiscal year.] 2
1 |
NTD: Certification regarding default/event of default is already knowledge qualified, and the other statements below are not typically knowledge qualified. |
2 |
To be included in any Compliance Certificate delivered in connection with annual financial statements pursuant to Section 6.1(a) of the Credit Agreement. |
Attachment 1
to Compliance Certificate
3 |
See Schedule 1 for calculations. |
4 |
Select this option for each of the first four full fiscal quarters ending after the Closing Date. |
5 |
Select this option for each of the fifth through the eighth full fiscal quarters ending after the Closing Date. |
6 |
Select this option for each fiscal quarter ending after the eighth full fiscal quarter ending after the Closing Date. |
2
(d) Aggregate amount of additional Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of the local currency equivalent of (x) (I) prior to the Spin-Off, 450,000,000 and (II) from and after the Spin-Off, 450,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 30.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of the Credit Agreement |
$ | ___________ | ||
(e) Aggregate amount of Indebtedness related to any letter of credit issued or created by or for the account of the Company or any of its Subsidiaries other than pursuant to the Credit Agreement, in an aggregate principal amount not to exceed $60,000,000 at any time |
$ | ___________ | ||
(f) Aggregate amount of Indebtedness incurred to fund obligations arising from the exercise of a right of first refusal or a right of last refusal relating to Turkish Joint Ventures in an aggregate outstanding principal amount not to exceed at any date $350,000,000 |
$ | ___________ | ||
4. Limitation on Liens (Section 7.3) |
||||
(a) Aggregate amount of additional Liens with (i) an aggregate outstanding principal amount or (ii) an aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto not to exceed (as to all liens incurred pursuant to this provision) at the time such Lien is incurred the greater of (x) (I) prior to the Spin-Off, 300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 17.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of the Credit Agreement |
$ | ___________ | ||
(b) Aggregate amount of Liens on cash collateral securing obligations to issuing banks in respect of bankers acceptances issued through the Company, its Subsidiaries or any joint ventures thereof in the Peoples Republic of China not to exceed the greater of (x) (I) prior to the Spin-Off, $75,000,000 and (II) from and after the Spin-Off, $75,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 4.0% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of the Credit Agreement |
$ | ___________ | ||
(c) Aggregate amount of Liens on cash deposits in an aggregate amount not to exceed $50,000,000 securing any Hedge Agreement permitted under the Credit Agreement |
$ | ___________ |
3
5. Dispositions of Property (Section 7.5) |
||||
(a) Dispositions pursuant to Section 7.5(h) of the Credit Agreement so long as the fair market value of such disposed property does not exceed $ (i.e., 30% of Consolidated Total Assets of the Company on the Closing Date ($ ) plus the proceeds of any Reinvestment Deferred Amount reinvested in the business of the Company and its Subsidiaries after the Closing Date ($ )); provided that Dispositions under this provision, the proceeds of which are reinvested in Subsidiaries that are not Subsidiary Guarantors, shall not exceed property having an aggregate fair market value in excess of 30% of the Consolidated Total Assets of the Company as determined on the Closing Date ($ ) |
$ | ___________ | ||
(b) Disposition of any Foreign Subsidiary or the assets of a Foreign Subsidiary pursuant to Section 7.5(j) of the Credit Agreement as long as the aggregate fair market value of such property so disposed of does not exceed 65,000,000 |
$ | ___________ | ||
6. Restricted Payments (Section 7.6) |
||||
(a) Aggregate amount of purchases by the Company of the Companys common stock or common stock options from present or former officers or employees of the Company pursuant to Section 7.6(b) of the Credit Agreement not to exceed in the aggregate $5,000,000 in any fiscal year (plus any amount not so made as a Restricted Payment in the fiscal year for which it is permitted and carried over to be made as a Restricted Payment in subsequent fiscal years ($ )) |
$ | ___________ | ||
(b) Restricted Payments made pursuant to Section 7.6(c) of the Credit Agreement, if the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.25 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) |
$ | ___________ |
4
(c) Restricted Payments made pursuant to Section 7.6(d)(i) of the Credit Agreement so long as the aggregate amount of such Restricted Payments does not exceed in any fiscal year (I) prior to the Spin-Off, $200,000,000 and (II) from and after the Spin-Off, $200,000,000 multiplied by the Post-Spin EBITDA Percentage (plus any such amount not so made as a Restricted Payment in the fiscal year for which it is permitted and carried over to be made as a Restricted Payment in the next succeeding fiscal year only ($ ) 7 ) |
$ | ___________ | ||
(d) Restricted Payments made pursuant to Section 7.6(d)(ii) of the Credit Agreement so long as the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.75 to 1.0 and the aggregate amount of such Restricted Payments does not exceed the sum of (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage, plus 50% of Consolidated Net Income accruing from the Closing Date, plus the amount of any proceeds of any issuance or sale of Capital Stock by the Company or its Subsidiaries during such fiscal year, minus the amount of any Investments made pursuant to Section 7.8(l) of the Credit Agreement |
$ | ___________ | ||
7. Investments (Section 7.8) |
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(a) Aggregate amount of loans and advances to employees of the Company or any of its Subsidiaries as described in Section 7.8(d) of the Credit Agreement (not to exceed the greater of (x) (I) prior to the Spin-Off, $25,000,000 and (II) from and after the Spin-Off, $25,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 1.5% of Consolidated EBITDA for the most recently ended period of four fiscal quarters for which financial statements have been delivered pursuant to Section 6.1 of the Credit Agreement at any one time outstanding) |
$ | ___________ |
7 |
Amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts. |
5
(b) Aggregate amount of Investments in Joint Ventures or any Person who, prior to such Investment, was not a Subsidiary and who becomes as a result of such Investment, a Subsidiary that is not a Wholly Owned Subsidiary as described in Section 7.8(g) of the Credit Agreement (not to exceed in any fiscal year the greater of (x) (I) prior to the Spin-Off, $400,000,000 and (II) from and after the Spin-Off, $400,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 3.0% of Consolidated Total Assets year plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by the Loan Parties from Joint Ventures and Persons who become a Subsidiary as a result of such Investment (plus any such amount not so invested in the fiscal year for which it is permitted and carried over for investment in the next succeeding fiscal year only ($ ) 8 ) |
$ | ___________ | ||
(c) Investments if the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.50 to 1.0 (as calculated on the last day of the most recent fiscal quarter for which financial statements are available) |
$ | ___________ | ||
(d) Investments if the Consolidated Leverage Ratio calculated on a Pro Forma Basis would be less than 2.75 to 1.0, in an aggregate amount after the Closing Date not to exceed the sum of (I) prior to the Spin-Off, $300,000,000 and (II) from and after the Spin-Off, $300,000,000 multiplied by the Post-Spin EBITDA Percentage, plus 50% of Consolidated Net Income accruing from the Closing Date plus the amount of any proceeds of any issuance or sale of Capital Stock by the Company or its Subsidiaries during such fiscal year, minus the amount of any Restricted Payments made pursuant to Section 7.6(d) of the Credit Agreement |
$ | ___________ | ||
(e) Aggregate amount of other Investments not otherwise expressly permitted by Section 7.8 of the Credit Agreement so long as the aggregate amount expended in connection therewith (valued at cost) does not exceed the greater of (x) (I) prior to the Spin-Off, $480,000,000 and (II) from and after the Spin-Off, $480,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 3.5% of Consolidated Total Assets |
$ | ___________ |
8 |
Amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts. |
6
(f) Investments in Unrestricted Subsidiaries in an aggregate amount not to exceed in any fiscal year the greater of (x) (I) prior to the Spin-Off, $175,000,000 and (II) from and after the Spin-Off, $175,000,000 multiplied by the Post-Spin EBITDA Percentage and (y) 1.25% of Consolidated Total Assets plus, in each case, all dividends, distributions, interest, payments, returns of capital, repayments of other amounts received in cash, by the Loan Parties from Unrestricted Subsidiaries (plus any such amount not so invested in the fiscal year for which it is permitted and carried over for investment in the next succeeding fiscal year only ($ ) 9 ) |
$ | ___________ | ||
8. Miscellaneous |
||||
(a) Aggregate amount of Supplemental Cash Management Obligations shall not exceed $450,000,000 |
$ | ___________ |
9 |
Amounts carried over from previous years may not be used for purposes of calculating future carry-over amounts. |
7
Schedule 1 to Attachment 1
Compliance Certificate
Calculations
Consolidated Total Debt : for the Company and its Subsidiaries as of any date, without duplication, shall be:
the sum of
(a) all indebtedness for borrowed money, |
$___________ | |
(b) all obligations for the deferred purchase price of property or services (other than any such obligations incurred in the ordinary course of business maturing less than one year from the creation thereof), including Contingent Purchase Price Obligations solely to the extent satisfying the definition thereof, |
$___________ | |
(c) all obligations evidenced by notes, bonds (excluding surety bonds), debentures or other similar instruments (other than an operating lease, synthetic lease or similar arrangement), |
$___________ | |
(d) all unpaid reimbursement obligations in respect of drawings under letters of credit and surety bonds, |
$___________ | |
(e) all obligations of the kind referred to in clauses (a) through (d) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by any such Person, whether or not such Person has assumed or become liable for the payment of such obligation, |
$___________ | |
minus any New Indebtedness incurred to refinance Existing Indebtedness to the extent (i) such Existing Indebtedness shall still be outstanding as of the calculation date and shall have been counted for purposes of calculating the Consolidated Net Leverage Ratio, (ii) the Company shall have begun a tender offer or solicitation to purchase such Existing Indebtedness or shall have irrevocably called such Existing Indebtedness for payment and (iii) proceeds of such New Indebtedness are used to repay the Existing Indebtedness within sixty (60) days after the incurrence thereof. 10 |
||
excluding (to the extent included above) Indebtedness permitted by Section 7.2(gg) of the Credit Agreement to the extent such Indebtedness is used (x) to repay other Indebtedness of the Company and its Subsidiaries existing prior to the incurrence of such Indebtedness or (y) to finance a dividend to the Company to repay other Indebtedness of the Company and its Subsidiaries existing prior to the incurrence of such Indebtedness |
$___________ | |
CONSOLIDATED TOTAL DEBT | $___________ | |
Consolidated EBITDA : for any period with respect to the Company and its Subsidiaries: |
10 |
NTD: This appears in the credit agreement at the end of Consolidated Leverage Ratio. |
8
Consolidated Net Income for such period |
$___________ | |||
plus the sum of (without duplication and to the extent reflected as a charge in the statement of Consolidated Net Income for such period) |
||||
(a) total income tax expense |
$___________ | |||
(b) Consolidated Interest Expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees, charges and expenses associated with Indebtedness |
$___________ | |||
(c) depreciation and amortization expense and impairment charges |
$___________ | |||
(d) amortization of intangibles and organization costs |
$___________ | |||
(e) any extraordinary expenses or losses, determined in accordance with GAAP |
||||
(f) any unusual or non-recurring non-cash expenses or losses, |
$___________ | |||
(g) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes |
$___________ | |||
(h) other non-cash charges |
$___________ | |||
(i) restructuring charges and related charges |
$___________ | |||
(j) pro forma adjustments, pro forma cost savings, operating expense reductions and cost synergies, in each case, related to any Specified Transaction consummated by the Company or any of its Subsidiaries and projected by the Company in good faith to result from actions taken or expected to be taken (in the good faith determination of the Company) within 18 months after the date any such Specified Transaction is consummated, and any run rate cost savings, operating expense reductions and synergies projected by the Company to result from actions either taken or expected to be taken within 18 months after the date of determination to take such action |
$___________ | |||
(k) any costs, expenses, fees, fines, penalties, judgments, legal settlements and other amounts associated with any restructuring, litigation, claim, proceeding or investigation related to or undertaken by the Company or any of its subsidiaries, together with any related provision for taxes |
$___________ | |||
(l) consulting fees and advisory fees incurred and taxes incurred or accrued in connection with the Acquisition |
$___________ | |||
(m) non-cash expenses resulting from any employee benefit or management compensation plan or grant of stock and stock options or other equity and equity-based interests to employees of the Company or any Subsidiary pursuant to a written plan or agreement or the treatment of such options or other equity and equity-based interests under variable plan accounting |
$___________ | |||
(n) consulting fees, advisory fees, financing fees incurred and taxes incurred or accrued in connection with the Spin-Off |
$___________ | |||
(o) costs and expenses incurred in connection with the preparation, negotiation and delivery of the Loan Documents |
$___________ | |||
(p) non-recurring transaction fees and expenses incurred, or amortization thereof, in connection with, to the extent permitted hereunder, any Investment, any issuance of debt or equity, any Disposition, any casualty event or any amendments or waivers of the Loan Documents, and refinancing, refunding, renewals or extensions permitted hereunder in connection therewith, in each case, whether or not consummated |
$ | ___________ |
9
(q) cash expenses relating to customary earn outs and similar obligations with a finite duration to the extent constituting Indebtedness |
$ | ___________ | ||
The sum of (a) through (q), provided that the aggregate amount of all adjustments pursuant to the foregoing clauses (f), (i), (j) and (k) shall not exceed (x) 20% of Consolidated EBITDA during the first four full fiscal quarters following the Closing Date, (y) 17.5% of Consolidated EBITDA during the fifth through eighth full fiscal quarters following the Closing Date and (z) 15% of Consolidated EBITDA thereafter (such percentage, in each case, calculated before any amounts are added to Consolidated EBITDA pursuant to clauses (f), (i), (j) and (k)), and | $ | ___________ | ||
minus the sum of (without duplication and to the extent included in the statement of Consolidated Net Income for such period)
(a) interest income |
$ | ___________ | ||
(b) any extraordinary income or gains, determined in accordance with GAAP |
$ | ___________ | ||
(c) any unusual or non-recurring non-cash income or gains, and |
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(d) any noncash income, all as determined on a consolidated basis in accordance with GAAP. |
$ | ___________ | ||
The sum of (a) through (d) | $ | ___________ | ||
CONSOLIDATED EBITDA | $ | ___________ | ||
Consolidated Interest Expense : for any period, the sum of:
(a) total interest expense for such period determined in accordance with GAAP (excluding, to the extent otherwise included in such interest expense, (i) all premiums and interest rate hedge termination costs in connection with any purchase or redemption of the Unsecured Notes, (ii) any fees, including upfront fees and any other fees and expenses associated or paid in connection with the Credit Agreement or the consummation of the Transaction, (iii) annual agency fee, paid to the Administrative Agent, (iv) fees and expenses associated with any Investment permitted pursuant to Section 7.8 of the Credit Agreement or any issuance of Capital Stock or Indebtedness permitted under the Credit Agreement (whether or not consummated), (v) any interest component relating to the accretion or accrual of discounted liabilities and (iv) any writeoff of unamortized debt issuance costs upon any prepayment of the Unsecured Notes), net of interest income. |
$ | ___________ | ||
CONSOLIDATED INTEREST EXPENSE | $ | ___________ |
10
Attachment 2
to Compliance Certificate
Excess Cash Flow
permitted pursuant to Section 7.8(d), (g) or (q) of the Credit Agreement (including contracted acquisitions permitted by Section 7.8(j) of the Credit Agreement and other Investments permitted pursuant to Section 7.8(d), (g) or (q) of the Credit Agreement so long as (1) such amounts are contractually committed by December 31 of the applicable fiscal year for which Excess Cash Flow is being calculated (the ECF Calculation Year ), (2) such amounts are utilized (and, for the avoidance of doubt, shall not be deducted when used) during the fiscal year immediately following such ECF Calculation Year and (3) any amounts not utilized during the fiscal year immediately following such ECF Calculation Year shall be included in the calculation of Excess Cash Flow for the fiscal year immediately following such ECF Calculation Year) and (z) payments in cash made by the Company and its consolidated Subsidiaries with respect to any noncash charges added back pursuant to clause (a)(ii) above in computing Excess Cash Flow for any prior fiscal year | $____________ | |
(iv) Consolidated Scheduled Funded Debt Payments (except to the extent financed with the proceeds of Funded Debt other than revolving Indebtedness) | $___________ | |
(v) (x) income taxes, including penalties and interest, and (y) payments and other contributions to employee pension benefit, retirement or similar plans, in each case paid in cash during such period | $___________ | |
(vi) the aggregate amount of voluntary or mandatory permanent principal payments or mandatory repurchases of (A) Indebtedness for borrowed money and (B) the principal component of payments in respect of Capital Lease Obligations (in each case, excluding the Consolidated Scheduled Funded Debt Payments and Revolving Commitments) | $___________ | |
(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash during such period that are required to be made in connection with any prepayment or satisfaction and discharge of Indebtedness (except to the extent financed with the proceeds of Funded Debt other than revolving Indebtedness) to the extent that the amount so prepaid, satisfied or discharged is not deducted from Consolidated Net Income for purposes of calculating Excess Cash Flow) | $___________ | |
(viii) cash payments made (to the extent not deducted in arriving at Consolidated Net Income) in satisfaction of noncurrent liabilities (excluding payments of Indebtedness for borrowed money) not made directly or indirectly using proceeds, payments or any other amounts available from events or circumstances that were not included in determining Consolidated Net Income during such period | $___________ | |
(ix) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with, to the extent permitted hereunder, any Investment, asset disposition, equity issuance or debt issuance (whether or not consummated) | $___________ | |
(x) cash expenditures in respect of Hedge Agreements during such fiscal year to the extent they exceed the amount of expenditures expensed in determining Consolidated Net Income for such period | $___________ | |
II. The sum of (b)(i) through (b)(x) |
$___________ | |
II) Excess Cash Flow (I minus II) | $___________ |
EXHIBIT C
TO THE CREDIT AGREEMENT
FORM OF
CLOSING CERTIFICATE
[NAME OF LOAN PARTY]
, 20
I, , the [President/Vice President/Chief Financial Officer] of [NAME OF LOAN PARTY], a corporation organized under the laws of the State of (the Company ), do hereby certify on behalf of the Company that:
1. This Closing Certificate (this Certificate ) is furnished pursuant to the Credit Agreement, dated as of October 1, 2018 ( Closing Date ), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the lenders parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (such Credit Agreement, as in effect on the date of this Certificate, being called the Credit Agreement ). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the respective meanings set forth in the Credit Agreement.
2. The individuals named on Exhibit A are elected or appointed officers of the Company, and each holds the office of the Company set forth opposite his or her name and has held such office since at least [the Closing Date/the date hereof]. The signature written opposite the name and title of each such officer is his or her genuine signature.
3. Attached hereto as Exhibit B is a certified copy of the Certificate of Incorporation of the Company, as filed in the Office of the Secretary of State of the State of on , 20 , together with all amendments thereto adopted through the date hereof. The Certificate of Incorporation is in full force and effect on this date. No action has been taken by the Board of Directors or, to my knowledge, the stockholders of the Company for the purpose of effecting any further amendment to or modification of such Certificate of Incorporation.
4. A true and correct copy of the By-laws of the Company is attached as Exhibit [ ] . Such By-laws have been duly adopted and are in full force and effect on the [Closing Date][date hereof].
5. [As of the Closing Date][On the date hereof], no proceedings with regard to the consolidation, sale of all or substantially all of the assets and business, liquidation, or dissolution of the Company are pending nor has the Board of Directors or, to my knowledge, the stockholders of the Company taken any steps to authorize or institute any of the foregoing.
6. True and correct copies of resolutions duly adopted by the Board of Directors of the Company on ____________, 20__, [at a meeting at which a quorum was present and acting throughout][by unanimous written consent of the Board of Directors of the Company], and resolutions duly adopted by the Finance Committee of the Companys Board of Directors as of
, 20 are attached as Exhibit [ ] (the Corporate Authorizations ). Such Corporate Authorizations constitute the only actions taken by the Companys Board of Directors or any committee thereof relating to the execution, delivery or performance of the Loan Documents, have not been amended, modified or rescinded and are in full force and effect on the Closing Date.
7. [On the Closing Date, all of the conditions set forth in Section 5.1 of the Credit Agreement have been satisfied or waived in accordance with the Credit Agreement.] 11
8. [On the date hereof, the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) with the same effect as though such representations and warranties had been made on and as of the date hereof (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).] 12
9. [On the date hereof, no Default has occurred and is continuing or would result from any Borrowing to occur on the date hereof or the application of the proceeds thereof, as applicable.] 13
[ Remainder of page left intentionally blank ]
11 |
For use by Loan Parties that are party to the Credit Agreement as of the Closing Date. |
12 |
To be included in certificates delivered after the Closing Date. |
13 |
To be included in certificates delivered after the Closing Date. |
IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written.
[NAME OF LOAN PARTY] |
By: |
Name: |
Title: |
I, , do hereby certify that:
1. I am the duly elected, qualified and acting [Secretary/Assistant Secretary] of [NAME OF LOAN PARTY] (the Company ).
2. [Name of Person making above certifications] is the duly elected, qualified and acting [President/Vice President/Chief Financial Officer] of the Company, and the signature appearing above is such persons true and genuine signature.
3. On behalf of the Company, I certify that the certifications made by [Name of Person making above certifications] above are true and correct.
IN WITNESS WHEREOF, I have hereunto signed my name as of the date first above written.
[NAME OF LOAN PARTY] |
By: |
Name: |
Title: |
EXHIBIT A
NAME | TITLE | SIGNATURE | ||
[NAME OF OFFICER] | [TITLE OF OFFICER] | |||
|
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[NAME OF OFFICER] | [TITLE OF OFFICER] | |||
|
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[NAME OF OFFICER] | [TITLE OF OFFICER] | |||
|
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[NAME OF OFFICER] | [TITLE OF OFFICER] | |||
|
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[NAME OF OFFICER] | [TITLE OF OFFICER] | |||
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EXHIBIT B
CERTIFICATE OF INCORPORATION
EXHIBIT C
BY-LAWS
EXHIBIT D
CORPORATE AUTHORIZATIONS
EXHIBIT D
TO THE CREDIT AGREEMENT
FORM OF
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of , , made by each signatory hereto (each, a Subsidiary Borrower ), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent ) for the several banks and other financial institutions (the Lenders ) from time to time parties to the Credit Agreement, dated as of October 1, 2018 (as amended, modified and supplemented, or otherwise modified, renewed or replaced from time to time, the Credit Agreement ), among Tenneco Inc. (the Company ), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto and the Administrative Agent.
W I T N E S S E T H:
WHEREAS, the parties to this Joinder Agreement wish to add Subsidiary Borrowers to the Credit Agreement in the manner hereinafter set forth; and
WHEREAS, this Joinder Agreement is entered into pursuant to Section 2.29(a)(i) of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:
1. Each of the undersigned Subsidiaries of the Company, hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, and acknowledges and agrees to:
(a) |
join the Credit Agreement as a Subsidiary Borrower, as indicated with its signature below; |
(b) |
be bound by all covenants, agreements and acknowledgments attributable to a Subsidiary Borrower that is a [Domestic][Foreign Subsidiary] Borrower[, as applicable,] in the Credit Agreement; and |
(c) |
perform all obligations and duties required of it by the Credit Agreement. |
2. Each of the undersigned Subsidiaries of the Company hereby represents and warrants that the representations and warranties with respect to it contained in Section 4 of the Credit Agreement and each of the other Loan Documents to which such Subsidiary of the Company is a party or which are contained in any certificate furnished by or on behalf of such Subsidiary of the Company are true and correct in all material respects (and in all respects if any such representation and warranty is qualified by materiality) on the date hereof (except to the extent any such representation and warranty expressly relates to an earlier date, in which case it was true and correct in all material respects as of such earlier date).
3. The address, taxpayer identification number and jurisdiction of incorporation of each of the undersigned Subsidiaries of the Company is set forth in Annex I to this Joinder Agreement.
4. The Company hereby agrees and acknowledges that its guarantees contained in Section 2 of the Guarantee Agreement shall remain in full force and effect after giving effect to this Joinder Agreement.
5. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.
[NAME OF SUBSIDIARY], | ||
Dated: , | as a Subsidiary Borrower | |
By: | ||
Name: | ||
Title: | ||
[NAME OF SUBSIDIARY], as a Subsidiary Borrower |
||
By: | ||
Name: | ||
Title: |
ACKNOWLEDGED AND AGREED TO : |
TENNECO INC. |
By: |
Name: |
Title: |
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
By: |
Name: |
Title: |
ANNEX I
[Insert address, taxpayer identification number and jurisdiction of incorporation of each Subsidiary Borrower]
EXHIBIT E
TO THE CREDIT AGREEMENT
FORM OF
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the Assignment and Assumption ) is dated as of the Effective Date set forth below and is entered into between the Assignor named below (the Assignor ) and the Assignee named below (the Assignee ). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the Credit Agreement ), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) all of the Assignors rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Assigned Interest ). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
1. | Assignor: | |||
2. | Assignee: | [and is a Lender Affiliate of [ identify Lender ]] | ||
3. | Borrowers: | Tenneco Inc., Tenneco Automotive Operating Company Inc. and any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto |
4. | Agent: | JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement | ||
5. | Credit Agreement: | The Credit Agreement, dated as of October 1, 2018, among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | ||
6. | Assigned Interest: |
Facility
|
Aggregate Amount of
Commitment/Loans for all Lenders |
Amount of
Commitment/Loans Assigned |
Percentage Assigned
of Commitment/Loans 2 |
|||||||||||
1. | $ | $ | % | |||||||||||
$ | $ | % | ||||||||||||
$ | $ | % |
Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The Assignee agrees to deliver to the Administrative Agent a completed administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the Assignees compliance procedures and applicable laws, including Federal and state securities laws.
1 |
Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. Tranche A Term Loan, Tranche B Term Loan, Revolving Commitment or Swingline Commitment). |
2 |
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders. |
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR |
|
NAME OF ASSIGNOR |
By: |
Title: |
ASSIGNEE |
|
NAME OF ASSIGNEE |
By: |
Title: |
Consented to and Accepted: 1 |
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
By: |
Title: |
[JPMORGAN CHASE BANK, N.A.], as Issuing Lender |
By: |
Title: |
[JPMORGAN CHASE BANK, N.A.] 2 , as a Swingline Lender |
By: |
Title: |
[WELLS FARGO BANK, N.A.] 3 , as a Swingline Lender |
By: |
Title: |
Consented to: 4 |
TENNECO INC. |
By |
Title: |
1 |
To be added only if the consent of the Administrative Agent, Issuing Lender and/or Swingline Lender is required by the terms of the Credit Agreement. |
2 |
JPMorgan Chase Bank, N.A. ( JPMCB ), in its capacity as the lender of U.S. Swingline Loans, or JPMorgan Chase Bank, N.A., London Branch, an affiliate of JPMCB, in its capacity as the lender of U.K. Swingline Loans. |
3 |
Wells Fargo Bank, N.A., in its capacity as the lender of LIBOR Swingline Loans. |
4 |
Consent of the Borrowers required pursuant to Section 10.6(c) of the Credit Agreement. Add other Subsidiary Borrowers if applicable. Each Borrower shall be deemed to have consented to the transfer contemplated hereby if it does not object within five Business Days after receipt of written notice thereof. |
TENNECO AUTOMOTIVE OPERATING COMPANY INC. |
By |
Title: |
ANNEX 1
to Assignment and Assumption
The Credit Agreement, dated as of October 1, 2018, among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties .
1.1 Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of each Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by each Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2 Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.1 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
EXHIBIT F
TO THE CREDIT AGREEMENT
[FORM OF]
U.S. TAX EXEMPTION CERTIFICATE
(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of October 1, 2018 (as amended, modified and supplemented from time to time, the Credit Agreement ), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent ).
Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Domestic Borrowers with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Domestic Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Domestic Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER] |
By: |
Name: |
Title: |
Date: , 20[ ] |
[FORM OF]
U.S. TAX EXEMPTION CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of October 1, 2018 (as amended, modified and supplemented from time to time, the Credit Agreement ), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent ).
Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT] |
By: |
Name: |
Title: |
Date: , 20[ ] |
[FORM OF]
U.S. TAX EXEMPTION CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of October 1, 2018 (as amended, modified and supplemented from time to time, the Credit Agreement ), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent ).
Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT] |
By: |
Name: |
Title: |
Date: , 20[ ] |
[FORM OF]
U.S. TAX EXEMPTION CERTIFICATE
(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement, dated as of October 1, 2018 (as amended, modified and supplemented from time to time, the Credit Agreement ), among Tenneco Inc., Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent ).
Pursuant to the provisions of Section 2.21 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Domestic Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Domestic Borrower as described in Section 881(c)(3)(C) of the Code.
The undersigned has furnished the Administrative Agent and the Domestic Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Domestic Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Domestic Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER] |
By: |
Name: |
Title: |
Date: , 20[ ] |
EXHIBIT G
TO THE CREDIT AGREEMENT
FORM OF SOLVENCY CERTIFICATE
Date: [ ]
Reference is made to Credit Agreement, dated as of October 1, 2018 (as amended, modified or supplemented from time to time, the Credit Agreement ), among Tenneco Inc. (the Company ), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the banks and other financial institutions from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. This certificate is furnished pursuant to Section 5.1(i) of the Credit Agreement.
Solely in my capacity as a Responsible Officer of the Company and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving pro forma effect to the consummation of the Transactions:
1. |
The amount of the present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will, as of such date, exceed the amount of all liabilities of such Persons, contingent or otherwise, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors. |
2. |
The present fair saleable value of the assets of the Loan Parties, on a consolidated basis, will, as of such date, be greater than the amount that will be required to pay the probable liability of the Loan Parties, on a consolidated basis, on its debts as such debts become absolute and matured. |
3. |
The Loan Parties, on a consolidated basis, will not have, as of such date, an unreasonably small amount of capital with which to conduct their business. |
4. |
The Loan Parties, on a consolidated basis, will be able to pay their debts as they mature. |
For purposes of this Certificate, (i) debt means liability on a claim, (ii) claim means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that would reasonably be expected to become an actual or matured liability in the ordinary course of business.
IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.
TENNECO INC. |
By: |
Exhibit 10.02
EXECUTION VERSION
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, 2018
Table of Contents
Page | ||||||
SECTION 1. DEFINED TERMS |
1 | |||||
1.1 |
Definitions |
1 | ||||
1.2 |
Other Definitional Provisions |
3 | ||||
SECTION 2. GUARANTEE |
3 | |||||
2.1 |
Guarantee |
3 | ||||
2.2 |
Right of Contribution |
4 | ||||
2.3 |
No Subrogation |
5 | ||||
2.4 |
Amendments, etc. with respect to the Primary Obligations |
5 | ||||
2.5 |
Guarantee Absolute and Unconditional |
6 | ||||
2.6 |
Reinstatement |
7 | ||||
2.7 |
Payments |
7 | ||||
2.8 |
Keepwell |
7 | ||||
SECTION 3. MISCELLANEOUS |
7 | |||||
3.1 |
Amendments in Writing |
7 | ||||
3.2 |
Notices |
7 | ||||
3.3 |
No Waiver by Course of Conduct; Cumulative Remedies |
8 | ||||
3.4 |
Enforcement Expenses; Indemnification |
8 | ||||
3.5 |
Successors and Assigns |
8 | ||||
3.6 |
Set-Off |
8 | ||||
3.7 |
Counterparts |
9 | ||||
3.8 |
Severability |
9 | ||||
3.9 |
Section Headings |
9 | ||||
3.10 |
Integration |
9 | ||||
3.11 |
GOVERNING LAW |
9 | ||||
3.12 |
Submission To Jurisdiction; Waivers |
10 | ||||
3.13 |
Acknowledgements |
10 | ||||
3.14 |
Additional Guarantors |
11 | ||||
3.15 |
Releases |
11 | ||||
3.16 |
WAIVER OF JURY TRIAL |
12 |
i
SCHEDULES |
||
Schedule 1 |
Notice Addresses |
|
ANNEX |
||
Annex 1 |
Assumption Agreement |
GUARANTEE AGREEMENT
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.
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally made and agreed to make extensions of credit to the Borrowers (as defined in the Credit Agreement) upon the terms and subject to the conditions set forth therein;
WHEREAS, each Borrower is a member of an affiliated group of companies that includes each other Guarantor;
WHEREAS, the proceeds of the extensions of credit under the Credit Agreement have been and will be used in part to enable the Borrowers to make valuable transfers to one or more of the other Guarantors in connection with the operation of their respective businesses;
WHEREAS, the Borrowers and the other Guarantors are engaged in related businesses, and each Guarantor derives and will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement;
WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS
1.1 Definitions . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
(b) The following terms shall have the following meanings:
Agreement : this Guarantee Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.
Commodity Exchange Act : the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
Guarantor Obligations : with respect to any Guarantor (i) all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, (ii) all obligations or liabilities of such Guarantor under or in respect of Lender Hedge Agreements to which such Guarantor is a party and (iii) all obligations and liabilities of such Guarantor in respect of or in connection with Cash Management Obligations; in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise and whether material or contingent (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).
Guarantors : the collective reference to each Guarantor (for the avoidance of doubt, including the Company); provided that each Guarantor shall be considered a Guarantor only with respect to the Primary Obligations of any other Loan Party.
Lender Hedge Agreements : all interest rate swaps, caps, forward, future, option or collar agreements or similar arrangements entered into by the Company or any of its Subsidiaries with any Lender (or any Affiliate of any Lender) providing for protection against fluctuations in interest rates, currency exchange rates or the exchange of nominal interest obligations or commodities, either generally or under specific contingencies.
Obligations : with respect to any Loan Party, the collective reference to its Primary Obligations and Guarantor Obligations.
Primary Obligations : with respect to any Loan Party, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of such Loan Party (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement or Cash Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the
2
Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by any Loan Party pursuant to the terms of any of the foregoing agreements); provided, that for purposes of determining any Guarantor Obligations of any Guarantor under this Agreement, the definition of Primary Obligations shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor.
Qualified Keepwell Provider : in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an eligible contract participant with respect to such Swap Obligation at such time by entering into a keepwell or guarantee pursuant to Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
1.2 Other Definitional Provisions . (a) The other definitional and interpretive provisions of Section 1.2 and 1.3 of the Credit Agreement are incorporated herein by reference, mutatis mutandis .
SECTION 2. GUARANTEE
2.1 Guarantee . (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their Affiliates and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor).
(b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder (other than any Borrower with respect to its Primary Obligations) and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 2.2).
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(c) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or any Lender hereunder.
(d) The guarantee contained in this Section 2 shall remain in full force and effect until all the Primary Obligations (other than contingent indemnity obligations not due and payable) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Loan Parties may be free from any Primary Obligations.
(e) No payment made by any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Primary Obligations or any payment received or collected from such Guarantor in respect of the Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding and the Commitments are terminated.
(f) Each Guarantor hereby unconditionally guarantees to the Administrative Agent, for the ratable benefit of the Lenders (and their Affiliates) and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by Subsidiaries of such Guarantor of their Cash Management Obligations, including (for the avoidance of doubt) any obligations of such Subsidiaries to a Lender (or its Affiliate) under any Cash Pooling Agreement to which such Lender (or its Affiliate) is a party, and the obligations and liabilities of Subsidiaries of such Guarantor under the Lender Hedge Agreements (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor). For the avoidance of doubt, the guarantee provided in this clause (f) is secured by the Collateral pursuant to the Collateral Agreement and, so long as the applicable Cash Management Obligation was permitted to be entered into or designated as a Cash Management Obligation under the Credit Agreement at the time such obligation was entered into or so designated, the guarantee provided in this clause (f) shall continue to be secured by the Collateral pursuant to the Collateral Agreement even though a limitation under the Credit Agreement may be exceeded solely as a result of a change in the currency exchange rates from the currency exchange rates applicable at the time such Cash Management Obligation was entered into or designated.
2.2 Right of Contribution . Each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its
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proportionate share of such payment. Each Subsidiary Guarantors right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.
2.3 No Subrogation . Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Primary Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any Borrower, any other Loan Party with Primary Obligations, or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Loan Parties on account of the Primary Obligations are paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letter of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Primary Obligations shall not have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Primary Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.
2.4 Amendments, etc. with respect to the Primary Obligations . Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Primary Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Primary Obligations continued, and the Primary Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Primary Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Primary Obligations or for the guarantee contained in this Section 2 or any property subject thereto.
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2.5 Guarantee Absolute and Unconditional . Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Primary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Loan Parties, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower, any other Loan Party with Primary Obligations, or any of the Guarantors with respect to the Primary Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower, any other Loan Party or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of any Borrower, any other Loan Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Loan Parties for the Primary Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof demand shall include the commencement and continuance of any legal proceedings.
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2.6 Reinstatement . The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Primary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower, any other Loan Party with Primary Obligations or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower, any other Loan Party with Primary Obligations or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.
2.7 Payments . Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the applicable currency and at the relevant funding office as set forth in Section 2.19(e) of the Credit Agreement.
2.8 Keepwell . Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender). Each Qualified Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a keepwell, support, or other agreement for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
SECTION 3. MISCELLANEOUS
3.1 Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with subsection 10.1 of the Credit Agreement.
3.2 Notices . All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.
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3.3 No Waiver by Course of Conduct; Cumulative Remedies . Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 3.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
3.4 Enforcement Expenses; Indemnification . (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent.
(b) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Agreement.
(c) Each Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers would be required to do so pursuant to subsection 10.5 of the Credit Agreement.
(d) The agreements in this Section 3.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents.
3.5 Successors and Assigns . This Agreement shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.
3.6 Set-Off . Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default pursuant to subsection 8(a) of the Credit Agreement shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in
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any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of the proceeds thereof; provided that (a) the failure to give such notice shall not affect the validity of such set-off and application and (b) to the extent prohibited by applicable law as described in the definition of Excluded Swap Obligations, no amounts received from, or set-off with respect to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The rights of the Administrative Agent and each Lender under this Section 3.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.
3.7 Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
3.8 Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
3.9 Section Headings . The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.
3.10 Integration . This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.
3.11 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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3.12 Submission To Jurisdiction; Waivers . Each Guarantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; provided , that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 3.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
3.13 Acknowledgements . Each Guarantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;
(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Lenders.
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3.14 Additional Guarantors . Each Domestic Subsidiary of the Company that is required to become a party to this Agreement pursuant to Section 6.9 of the Credit Agreement shall become a Guarantor for all purposes of this Agreement upon execution and delivery by such Domestic Subsidiary of an Assumption Agreement in the form of Annex 1 hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).
3.15 Releases . (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender), this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of any Guarantor following any such termination, the Administrative Agent shall execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.
(b) At the request and sole expense of the Company, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement (provided that, if the other party to such transaction is the Company or a Subsidiary of the Company, the effect of such transaction is to cause such Subsidiary to become an Excluded Subsidiary), including any releases requested in connection with any such transaction pursuant to Section 7.5(z) of the Credit Agreement in connection with the Spin-Off, or such Subsidiary is no longer required by the Loan Documents to be (and the Company notifies the Administrative Agent that such Subsidiary shall no longer be) a Subsidiary Guarantor; provided that the Company shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.
(c) This Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied.
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3.16 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly executed and delivered.
TENNECO INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
TENNECO AUTOMOTIVE OPERATING COMPANY INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
TENNECO INTERNATIONAL HOLDING CORP. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
THE PULLMAN COMPANY |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
[Signature Page to Tenneco Guarantee]
TENNECO GLOBAL HOLDINGS INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
CLEVITE INDUSTRIES INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
TMC TEXAS INC. |
By: /s/ Paul D. Novas |
Name: Paul D. Novas |
Title: Vice President, Finance |
CARTER AUTOMOTIVE COMPANY LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
FEDERAL-MOGUL WORLD WIDE LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
[Signature Page to Tenneco Guarantee]
FELT PRODUCTS MFG. CO. LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
MUZZY-LYON AUTO PARTS LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
FEDERAL-MOGUL POWERTRAIN LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
FEDERAL-MOGUL POWERTRAIN IP LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
FEDERAL-MOGUL PISTON RINGS, LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
[Signature Page to Tenneco Guarantee]
FEDERAL-MOGUL IGNITION LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
FEDERAL-MOGUL MOTORPARTS LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
FEDERAL-MOGUL CHASSIS LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
F-M MOTORPARTS TSC LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
F-M TSC REAL ESTATE HOLDINGS LLC |
By: /s/ Michael Proud |
Name: Michael Proud |
Title: President |
[Signature Page to Tenneco Guarantee]
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
FEDERAL-MOGUL SEVIERVILLE, LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
BECK ARNLEY HOLDINGS LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
FEDERAL-MOGUL FILTRATION LLC |
By: /s/ James Zabriskie |
Name: James Zabriskie |
Title: President |
FEDERAL-MOGUL FINANCING CORPORATION |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: Assistant Treasurer |
FEDERAL-MOGUL PRODUCTS US LLC |
By: /s/ David Jachcik |
Name: David Jachcik |
Title: President |
[Signature Page to Tenneco Guarantee]
Acknowledged and Agreed as of the date hereof: |
JPMORGAN CHASE BANK, N.A. as Administrative Agent |
By: /s/ Gene R. Riego de Dios |
Name: Gene R. Riego de Dios |
Title: Executive Director |
[Signature Page to Tenneco Guarantee]
Annex 1 to
Guarantee Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by , a [limited liability company][corporation] (the Additional Guarantor ), 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 ) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Tenneco Inc. (the Company ), Tenneco Automotive Operating Company Inc., any other Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties thereto, the Lenders, and the Administrative Agent have entered into the Credit Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement );
WHEREAS, in connection with the Credit Agreement, the Company and certain of its Affiliates (other than the Additional Guarantor) have entered into the Guarantee Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Guarantee Agreement ) in favor of the Administrative Agent for the benefit of the Lenders;
WHEREAS, the Credit Agreement requires the Additional Guarantor to become a party to the Guarantee Agreement; and
WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee Agreement;
NOW, THEREFORE, IT IS AGREED:
1. Guarantee Agreement . By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 3.14 of the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedule 1 to the Guarantee Agreement.
2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL GUARANTOR] |
By: _________________________________ |
Name: |
Title: |
2.
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1
Exhibit 10.03
EXECUTION VERSION
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, 2018
TABLE OF CONTENTS
PAGE | ||||||
ARTICLE 1 | ||||||
DEFINED TERMS | ||||||
Section 1.01. |
Definitions | 3 | ||||
Section 1.02. |
Other Definitional Provisions | 11 | ||||
ARTICLE 2 GRANTS OF SECURITY INTERESTS |
||||||
Section 2.01. |
Grants of Security Interests | 11 | ||||
ARTICLE 3 REPRESENTATIONS AND WARRANTIES |
||||||
Section 3.01. |
Title; No Other Liens | 12 | ||||
Section 3.02. |
Perfected Security Interests | 12 | ||||
Section 3.03. |
Perfection Certificate | 12 | ||||
Section 3.04. |
Farm Products | 12 | ||||
Section 3.05. |
Pledged Securities | 12 | ||||
Section 3.06. |
Intellectual Property | 13 | ||||
Section 3.07. |
Deposit Accounts | 13 | ||||
Section 3.08. |
Material Government Contracts | 13 | ||||
Section 3.09. |
Commercial Tort Claims | 13 | ||||
Section 3.10. |
Pledged Promissory Notes | 14 | ||||
ARTICLE 4 COVENANTS |
||||||
Section 4.01. |
Delivery of Instruments, Certificated Securities and Chattel Paper | 14 | ||||
Section 4.02. |
[Reserved] | 14 | ||||
Section 4.03. |
[Reserved] | 14 | ||||
Section 4.04. |
Maintenance of Perfected Security Interests | 14 | ||||
Section 4.05. |
Changes in Locations, Name, etc . | 14 | ||||
Section 4.06. |
Notices | 14 | ||||
Section 4.07. |
Investment Property | 15 | ||||
Section 4.08. |
Intellectual Property | 16 | ||||
Section 4.09. |
Deposit Accounts | 17 | ||||
Section 4.10. |
Receivables | 17 | ||||
Section 4.11. |
Material Government Contracts | 18 | ||||
Section 4.12. |
Commercial Tort Claims | 18 |
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ARTICLE 5 REMEDIAL PROVISIONS |
||||||
Section 5.01. |
Investment Property, Including Pledged Stock | 18 | ||||
Section 5.02. |
Proceeds To Be Turned Over to Collateral Trustee | 19 | ||||
Section 5.03. |
Application of Proceeds | 19 | ||||
Section 5.04. |
UCC and Other Remedies | 20 | ||||
Section 5.05. |
Certain Matters Relating to Receivables | 21 | ||||
Section 5.06. |
Certain Matters Relating to Material Government Contracts | 21 | ||||
Section 5.07. |
Grant of License to Use Intellectual Property | 21 | ||||
ARTICLE 6 THE COLLATERAL TRUSTEE |
||||||
Section 6.01. |
Collateral Trustees Appointment as Attorney-in-fact, etc . | 22 | ||||
Section 6.02. |
Duty of Collateral Trustee | 23 | ||||
Section 6.03. |
Execution of Financing Statements | 24 | ||||
Section 6.04. |
Authority of Collateral Trustee | 25 | ||||
ARTICLE 7 MISCELLANEOUS |
||||||
Section 7.01. |
Amendments in Writing | 25 | ||||
Section 7.02. |
Notices | 25 | ||||
Section 7.03. |
No Waiver by Course of Conduct; Cumulative Remedies | 25 | ||||
Section 7.04. |
Successors and Assigns | 26 | ||||
Section 7.05. |
Counterparts | 26 | ||||
Section 7.06. |
Severability | 26 | ||||
Section 7.07. |
Section Headings | 26 | ||||
Section 7.08. |
Governing Law | 26 | ||||
Section 7.09. |
Submission to Jurisdiction; Waivers | 26 | ||||
Section 7.10. |
Acknowledgements | 27 | ||||
Section 7.11. |
Additional Grantors | 27 | ||||
Section 7.12. |
Termination of Security Interests; Release of Collateral | 27 | ||||
Section 7.13. |
Excluded Subsidiaries | 30 | ||||
Section 7.14. |
Waiver of Jury Trial | 30 | ||||
Section 7.15. |
Collateral Trust Agreement and Pari Passu Intercreditor Agreement | 30 | ||||
Section 7.16. |
The Administrative Agent | 31 | ||||
Section 7.17. |
Consent of Certain Grantors | 31 | ||||
Section 7.18. |
Extensions | 31 |
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SCHEDULES AND ANNEXES | ||
Schedule 1.01A | Pledged Promissory Notes | |
Schedule 1.01B | Pledged Stock | |
Schedule 1.01C | Excluded Joint Ventures | |
Schedule 3.02 | Perfection Matters | |
Schedule 3.06 | Intellectual Property | |
Schedule 3.07 | Deposit Accounts | |
Schedule 3.09 | Commercial Tort Claims | |
Schedule 4.01 | Certain Certificated Securities | |
Exhibit A | Assumption Agreement | |
Exhibit B | Deposit Account Control Agreement | |
Exhibit C | Perfection Certificate | |
Exhibit D-1 | List of Material Government Contracts | |
Exhibit D-2 | Assignment of Government Contracts | |
Exhibit D-3 | Notice of Assignment of Government Contracts |
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COLLATERAL AGREEMENT
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).
RECITALS
A. Reference is made to that certain 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 (as defined in the Credit Agreement), and JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent ).
B. Reference is made (I) to that certain Amended and Restated Collateral Trust Agreement, dated as of April 15, 2014 (as amended, supplemented or otherwise modified from time to time (including pursuant to those certain Collateral Trust Joinders (as defined below) and the Collateral Trustee Resignation and Appointment Agreements (as defined below)), the Collateral Trust Agreement ), among the Company, Federal-Mogul LLC, the other Subsidiaries of the Company party thereto, the Collateral Trustee and each of JPMorgan Chase Bank, N.A. and the Existing Notes Trustees as First Priority Representatives (as therein defined) and (II) to that certain Pari Passu Intercreditor Agreement, dated as of March 30, 2017 (as amended, supplemented or otherwise modified from time to time (including pursuant to the Joinders to Pari Passu Intercreditor Agreement (as defined below)), the Pari Passu Intercreditor Agreement ), among the Existing Notes Trustees and JPMorgan Chase Bank, N.A. (each as an Authorized Representative, as therein defined), the Collateral Trustee, and acknowledged and agreed to by the Company and the Guarantors party thereto.
C. Reference is made (I) to that certain Collateral Trust Joinder, dated as of March 30, 2017, among Citibank, N.A., as Collateral Trustee (the Initial Collateral Trustee ) and Wilmington Trust, National Association, as trustee under the Target March 2017 Indenture (the March 2017 Notes Trustee ) (such joinder, the March 2017 Notes Collateral Trust Joinder ), pursuant to which the March 2017 Notes Trustee became a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined), (II) to that certain Collateral Trust Joinder, dated as of June 29, 2017, among the Initial Collateral Trustee and The Bank of New York Mellon, London Branch, as trustee under the Target June 2017 Indenture (the June 2017 Notes Trustee and, together with the March 2017 Notes Trustee, the Existing Notes Trustees ) (such joinder, the June 2017 Notes Collateral Trust Joinder ), pursuant to which the June 2017 Notes Trustee became a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined) and (III) to that certain Collateral Trust Joinder, dated as of the date hereof, among the Collateral Trustee and JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (such joinder, the Credit Facility Collateral Trust Joinder and together with the March 2017 Notes Collateral Trust Joinder and the June 2017 Notes Collateral Trust Joinder, the Collateral Trust Joinders ), pursuant to which the Administrative Agent shall become a party to the Collateral Trust Agreement as a First Priority Representative (as therein defined).
D. 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 (as defined in the Collateral Trust Agreement) 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 (as defined in the Collateral Trust Agreement) (the Prior Collateral Trustee Resignation and Appointment Agreement ) and (II) to that certain Collateral Trustee Resignation and Appointment Agreement, dated as of October 1, 2018, entered into by and among Wilmington Trust, National Association ( Wilmington ), Bank of America, N.A. ( BANA ), each Existing Notes Trustee, in its capacity as a PP&E First Lien Agent (as defined in the Collateral Trust Agreement), the Administrative Agent, in its capacity as a PP&E First Lien Agent (as defined in the Collateral Trust Agreement) and the other parties thereto, pursuant to which Wilmington shall replace BANA as successor Collateral Trustee under the Collateral Trust Agreement and under each other Collateral Trust Security Document (as defined in the Collateral Trust Agreement) (the New Collateral Trustee Resignation and Appointment Agreement and, together with the Prior Collateral Trustee Resignation and Appointment Agreement, the Collateral Trustee Resignation and Appointment Agreements ).
E. Reference is made (I) to that certain Joinder No. 1, dated as of June 29, 2017, to the Pari Passu Intercreditor Agreement, among the Initial Collateral Trustee, Credit Suisse AG, Cayman Islands Branch and each Existing Notes Trustee ( Joinder No. 1 to Pari Passu Intercreditor Agreement ), pursuant to which the June 2017 Notes Trustee became a party to the Pari Passu Intercreditor Agreement (as an Additional Senior Class Debt Representative, as therein defined) and (II) to that certain Joinder No. 2, dated as of October 1, 2018, to the Pari Passu Intercreditor Agreement, among the Collateral Trustee, each Existing Notes Trustee and the Administrative Agent ( Joinder No. 2 to Pari Passu Intercreditor Agreement and, together with Joinder No. 1 to Pari Passu Intercreditor Agreement, the Joinders to Pari Passu Intercreditor Agreement ), pursuant to which the Administrative Agent shall become a party to the Pari Passu Intercreditor Agreement (as an Additional Senior Class Debt Representative, as therein defined).
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as provided herein.
2
ARTICLE 1
DEFINED TERMS
Section 1.01. Definitions .
(a) Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Credit Agreement.
(b) Terms Defined in UCC . Each of the following terms are used herein as defined in the New York UCC: Accounts, Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Documents, Equipment, Farm Products, Instruments, Inventory and Letter-of-Credit Rights, Record and Security.
(c) Additional Definitions . The following additional terms shall have the following meanings:
Agreement shall mean this Collateral Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
Applicable Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Applicable Representative shall have the meaning set forth in the Collateral Trust Agreement.
Assignment of Claims Act shall mean the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
Closing Date shall mean October 1, 2018.
Collateral shall mean, with respect to each Grantor, all of the following in which such Grantor now has or may hereafter acquire any right, title or interest: all Accounts, Chattel Paper, Commercial Tort Claims, Copyright Licenses, Copyrights, Deposit Accounts, Documents, Equipment, General Intangibles, Instruments, Intellectual Property, Intercompany Loans, Intercompany Notes, Inventory, Investment Property, Letter-of-Credit Rights, Patent Licenses, Patents, Pledged Stock, Trademark Licenses, Trademarks and all other personal property, whether tangible or intangible, not described above in this definition, all books and records pertaining to any of the foregoing and, to the extent not otherwise included in the foregoing, all Proceeds and products of any and all of the foregoing and all collateral, guarantees and other supporting obligations given by any Person with respect to any of the foregoing; provided that (i) Collateral shall in any event not include any Excluded Assets of such Grantor and (ii) so long as such assets do not constitute collateral securing the Existing Indenture Secured Obligations or any Other First Lien Obligations (as defined in the Pari Passu Intercreditor Agreement), the term Collateral shall not include, and the grant of a security interest as provided hereunder shall not extend to (I) (x) accounts receivable and related assets transferred or purportedly transferred pursuant to, and in accordance with, a Permitted Receivables Financing (it being understood that each account receivable and related asset of a Grantor that is not transferred or purported to have been transferred pursuant to a Permitted Receivables Financing shall constitute Collateral hereunder) and (y) any Deposit Account that is used to hold collections on any of such accounts receivable and related assets described in the foregoing clause (x) or (II) any Company Stock.
Collateral Trust Agreement shall have the meaning set forth in the preamble hereto.
3
Collateral Trustee shall have the meaning set forth in the preamble hereto.
Company shall have the meaning set forth in the preamble hereto.
Controlled Deposit Account shall mean, with respect to each Grantor, a Deposit Account maintained by such Grantor (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Collateral Trustee is the Depositary Banks customer (as defined in UCC Section 4-104).
Copyright Licenses shall mean, with respect to each Grantor, any written agreement naming such Grantor as licensor or licensee (including, without limitation, those listed in Schedule 3.06 ), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.
Copyrights shall mean, (i) all copyrights arising under the laws of the United States, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 3.06 ), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (ii) the right to obtain all renewals thereof.
Credit Agreement shall have the meaning set forth in the preamble hereto.
Credit Facility Secured Obligations shall mean with respect to any Grantor, the collective reference to its Primary Obligations and Guarantor Obligations.
Credit Facility Secured Parties shall mean the holders of the Credit Facility Secured Obligations, including, without limitation, the Collateral Trustee, the Administrative Agent and the Lenders from time to time.
Credit Facility Security Interests shall have the meaning set forth in Section 2.01 hereto.
Deposit Account shall have the meaning set forth in the UCC of any applicable jurisdiction and, in any event, shall include, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution. Notwithstanding the foregoing, demand, time, savings, passbook or like accounts established or maintained pursuant to and solely for the purposes of the BMG Cash Pooling Arrangement shall not constitute Deposit Accounts of any Group Member.
Deposit Account Control Agreement shall mean, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement substantially in the form of Exhibit B (with any changes or in such other form that the Collateral Trustee shall have approved at the direction of the Applicable Representative among such Grantor, the Collateral Trustee and the relevant Depositary Bank, (i) providing that such Depositary Bank will comply with instructions originated by the Collateral Trustee directing disposition of the funds in such Deposit Account without further consent by such Grantor and (ii) subordinating to the Credit Facility Security Interests granted hereunder all claims of the Depositary Bank to such Deposit Account (except its right to deduct its normal operating charges and any uncollected funds previously credited thereto), in each case as amended, supplemented or otherwise modified from time to time.
4
Depositary Bank shall mean a bank at which a Controlled Deposit Account is maintained.
Discharge of Credit Facility Secured Obligations means (a) payment in full of the Loans, the Reimbursement Obligations and the other Obligations (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), (b) termination of the Commitments and (c) that no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Lender).
Event of Default shall mean any Event of Default under (and as such term is defined in) any Specified Agreement.
Excluded Assets shall mean, collectively, with respect to each Grantor, (a) any contract, General Intangible, Copyright License, Patent License or Trademark License ( Intangible Assets ), in each case to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such Intangible Asset (i) is prohibited by any contract, agreement, instrument or indenture governing such Intangible Asset, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained (except, in the case of clauses (i), (ii) and (iii), to the extent such prohibition, right of termination, or requirement of consent, as applicable, is rendered ineffective by the applicable provisions of the New York UCC or other applicable law); provided that any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets, (b) any intent-to-use Trademark application prior to the filing of a Statement of Use or an Amendment to Allege Use with respect thereto, solely to the extent, if any, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (c) all Securitization Assets, (d) Receivables that have been disposed of by a Grantor pursuant to a Factoring Arrangement, (e) Excluded Deposit Accounts, (f) Excluded Joint Ventures, (g) any assets specifically described in Section 7.13 as not being subject to pledge under the Loan Documents and (h) the Capital Stock of any Excluded Subsidiary other than 66 2 ⁄ 3 % of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding nonvoting Capital Stock of (A) each wholly owned Domestic Subsidiary that is described in clause (v) or (vi) of the definition of Excluded Subsidiary that is directly owned by the Company or any Grantor and (B) each wholly owned Foreign Subsidiary that is directly owned by the Company or any Grantor.
Excluded Deposit Account shall mean, collectively, (a) Deposit Accounts established solely for the purpose of funding payroll (including salaries and wages and workers compensation), payroll taxes and other compensation and benefits (and similar expenses) or for administering foreign tax credits, and (b) any Deposit Account the funds in which consist solely of (i) funds held by Company or any Subsidiary in trust for any director, officer or employee of Company or any Subsidiary or any employee benefit plan maintained by Company or any Subsidiary or (ii) funds representing deferred compensation for the directors, officers and employees of Company and its Subsidiaries. As of the Closing Date, all Excluded Deposit Accounts are listed on Schedule 3.07 .
5
Excluded Foreign Subsidiary shall mean at any time (i) any Foreign Subsidiary of a Grantor (other than a Wholly Owned Subsidiary) where such Grantor is prohibited from pledging its ownership interests in such Foreign Subsidiary without the consent of the other owner or owners of such Foreign Subsidiary, (ii) any Foreign Subsidiary where the consent of a Governmental Authority is required for a Grantor to pledge the Capital Stock of such Foreign Subsidiary owned by the Grantor and such consent has not been obtained, which for the avoidance of doubt shall include all Foreign Subsidiaries and Joint Ventures organized under the law of the Peoples Republic of China other than Tenneco (China) Co., Ltd., (iii) any Foreign Subsidiary where the Grantors collectively directly own less than 1% of the Capital Stock of such Foreign Subsidiary, (iv) any Foreign Subsidiary with respect to which the Company and the Administrative Agent reasonably determine that the time and expense of implementing a security arrangement is excessive in relation to the benefits of the Lenders in obtaining the same, and (v) any Foreign Subsidiary of a Grantor having total assets (as determined in accordance with GAAP) in an amount of less than 1% of Consolidated Total Assets of the Company; provided , however , that the total assets (as so determined) of all Excluded Foreign Subsidiaries referenced in the foregoing clause (v) shall not exceed 5% of Consolidated Total Assets of the Company. In the event that the total assets of all Excluded Foreign Subsidiaries referenced in clause (v) of the foregoing sentence exceed 5% of Consolidated Total Assets of the Company, the Company will designate in writing to the Administrative Agent Foreign Subsidiaries which would otherwise constitute Excluded Foreign Subsidiaries to be excluded as Excluded Foreign Subsidiaries until such 5% threshold is met.
Excluded Joint Venture shall mean (a) each joint venture listed on Schedule 1.01C and (b) each joint venture of a Grantor to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantors right, title and interest in such joint venture (i) is prohibited by any contract, agreement, instrument or indenture governing such joint venture, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party, if such consent has not been obtained; provided , that the foregoing exclusions shall not apply to the extent that any such prohibition, right to terminate, consent right or other term would be ineffective pursuant to the UCC.
Existing Indenture Secured Obligations shall mean all Obligations under the Target Indentures and under the Target Notes, including, in each case, all amounts accruing on or after the commencement of any Insolvency or Liquidation Proceeding relating to any Grantor and all amounts that would have accrued or become due under the terms of the Target Indentures or the Target Notes but for the effect of the Insolvency or Liquidation Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency or Liquidation Proceeding.
Existing Indenture Secured Parties shall mean the holders of the Existing Indenture Secured Obligations, including, without limitation, the Collateral Trustee, the Existing Notes Trustees and the holders of the Target Notes from time to time.
6
Existing Notes Collateral Agreements shall mean (i) the Collateral Agreement, dated as of March 30, 2017, made by Federal-Mogul LLC and certain of its Subsidiaries in favor of Citibank, N.A., as Collateral Trustee and (ii) the Collateral Agreement, dated as of June 30, 2017, made by Federal-Mogul LLC and certain of its Subsidiaries in favor of Citibank, N.A., as Collateral Trustee, in each case as amended, supplemented or otherwise modified from time to time.
Existing Notes Trustees shall have the meaning set forth in the recitals hereto.
Existing Security Interests shall have the meaning set forth in Section 2.01 hereto.
Factoring Arrangements shall mean any arrangements between a Group Member and a third party (other than an Affiliate) under which the Receivables of such Group Member are factored on a non-recourse basis.
Federal Government shall mean the federal government of the United States or any agency or instrumentality thereof.
Final Release Date shall mean the date on which the Discharge of Credit Facility Secured Obligations shall have occurred.
Foreign Subsidiary shall mean any Subsidiary organized under the laws of any jurisdiction outside the United States.
Foreign Subsidiary Voting Stock shall mean the voting Capital Stock of any Foreign Subsidiary.
General Intangibles shall mean, with respect to each Grantor, all general intangibles as such term is defined in Article 9 of the New York UCC and, in any event, including, without limitation, with respect to such Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder.
Grantor shall have the meaning set forth in the preamble hereto.
Group Members shall mean Company and its Subsidiaries.
Guarantor Obligations shall have the meaning provided in the Guarantee Agreement.
Intellectual Property shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, service marks, trademark and service mark licenses, trade names, technology, know-how, trade secrets and processes, all registrations and applications for registration of any of the foregoing, all goodwill associated with any of the foregoing, and all rights to sue at law or in equity for any infringement or other impairment or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.
7
Intercompany Loans shall mean the collective reference to all loans and advances, whether or not evidenced by any promissory note or other instrument, made by any Grantor to any Subsidiary, other than such loans and advances in respect of which the pledge thereof would, in the good faith judgment of Company, result in adverse tax consequences to any Group Member.
Intercompany Notes shall mean any promissory note or other instrument evidencing an Intercompany Loan that may be issued to, or held by, any Grantor while this Agreement is in effect (including, without limitation, those promissory notes evidencing Intercompany Loans included on Schedule 1.01A ).
Investment Property shall mean the collective reference to (i) all investment property as such term is defined in Article 9 of the New York UCC (other than any voting stock of any Excluded Subsidiary or Capital Stock of any Excluded Joint Venture excluded from the definition of Pledged Stock) and (ii) whether or not constituting investment property as so defined, all Pledged Securities.
Investment Property Issuer shall mean with respect to any Investment Property, each issuer of such Investment Property.
Material Government Contract shall mean, with respect to each Grantor, a contract between such Grantor and either (i) the Federal Government or (ii) a state or local government of the United States or any agency or instrumentality thereof, that provides for payments to such Grantor in an aggregate amount exceeding $2,000,000.
Mortgage means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Trustee on the Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Trustee and the Administrative Agent.
Mortgaged Property means each parcel of real estate required to be encumbered by a Mortgage pursuant to Schedule 5(a) of the Perfection Certificate.
New York UCC shall mean the UCC as from time to time in effect in the State of New York.
Notice of Event of Default shall have the meaning set forth in the Collateral Trust Agreement.
Pari Passu Intercreditor Agreement shall have the meaning set forth in the recitals hereto.
Patent License shall mean, with respect to each Grantor, all agreements, whether written or oral, providing for the grant by or to such Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
8
Patents shall mean, (i) all letters patent of the United States, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 3.06 , (ii) all applications for letters patent of the United States and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (iii) all rights to obtain any reissues or extensions of the foregoing.
Perfection Certificate shall mean, with respect to each Grantor that is a Domestic Subsidiary, a certificate substantially in the form of Exhibit C , completed and supplemented with the schedules contemplated thereby, and signed by an officer of the Company on behalf of such Grantor.
Permitted Liens shall mean (i) the Existing Security Interests, (ii) the Credit Facility Security Interests and (iii) any other Liens on the Collateral not prohibited by any Specified Agreement.
Permitted Securitization Transaction shall mean one or more securitization transactions permitted under each of the Specified Agreements pursuant to which any Group Member securitizes Receivables and Related Security, including without limitation, as a result of the sale or granting of a Lien on such Receivables and Related Security to any SPV and the contribution of Receivables and Related Security to such SPV.
Pledged Securities shall mean the collective reference to the Pledged Stock and the Intercompany Notes.
Pledged Stock shall mean the shares of Capital Stock listed on Schedules 1.01B and 1.01C , together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, however, that (i) in no event shall more than 66 2 ⁄ 3 % of the total outstanding voting and 100% of the total outstanding non-voting Capital Stock of any Excluded Subsidiary constitute Pledged Stock hereunder and under the other Loan Documents, (ii) no Capital Stock of any Excluded Joint Venture shall constitute Pledged Stock hereunder and under the other Loan Documents and (iii) no Capital Stock of any Excluded Foreign Subsidiary shall constitute Pledged Stock hereunder and under the other Loan Documents so long as such Capital Stock does not constitute collateral securing the Existing Indenture Secured Obligations or any Other First Lien Obligations (as defined in the Pari Passu Intercreditor Agreement).
Primary Obligations shall mean, with respect to any Grantor, the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of such Grantor (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to such Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement (as defined in the Guarantee Agreement) or Cash
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Management Obligations, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedge Agreement (including any guarantees of any Borrower of any Lender Hedge Agreements entered into by any Subsidiary), any Cash Management Obligation (including any guarantees of any Borrower of any Cash Management Obligations entered into by any Subsidiary) or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders) that are required to be paid by any Grantor pursuant to the terms of any of the foregoing agreements.
Proceeds shall mean all proceeds as such term is defined in Article 9 of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.
Related Security shall mean, with respect to any Receivables, (a) all Liens and property subject thereto from time to time securing or purporting to secure the payment of such Receivable by the Person obligated thereon, (b) all guaranties, indemnities and warranties, insurance policies, financing statements and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, (c) all right, title and interest of any Group Member or any SPV in and to any goods (including returned, repossessed or foreclosed goods) the sale of which gave rise to such Receivable; provided that Related Security will not include returned goods only to the extent that all amounts required to be paid pursuant to Securitization Transactions in respect of such goods have been paid, (d) all collections with respect to any of the foregoing, (e) all records with respect to any of the foregoing, and (f) all proceeds of such Receivable or with respect to any of the foregoing.
Securitization Assets shall mean (i) all Securitized Receivables; (ii) all Related Security with respect to all Securitized Receivables; (iii) all cash collections and other cash proceeds of Securitized Receivables, including, without limitation, cash proceeds of all Related Security with respect to all Securitized Receivables; (iv) each concentration account, depositary account, lockbox account or similar account in which any cash collections or cash proceeds described in the preceding clause (iii) are collected or deposited and all balances, checks, money orders and other instruments from time to time therein; and (v) all documentation evidencing any Permitted Securitization Transaction.
Securitized Receivables shall mean all Receivables that have been sold, transferred or assigned pursuant to a Permitted Securitization Transaction.
Security Documents shall mean, collectively (i) the Security Documents as defined in the Credit Agreement and (ii) each Deposit Account Control Agreement.
Specified Agreements shall mean, collectively, the Credit Agreement, the Target Indentures and the Pari Passu Intercreditor Agreement.
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SPV shall mean a wholly-owned Subsidiary of Company which is created for the sole purpose of purchasing Receivables from any Group Member as part of a Permitted Securitization Transaction, which engages in no activities other than in connection with the financing of Receivables and which is designated as an SPV by the board of directors of Company.
Subsidiary Grantors shall mean, collectively, each Grantor other than the Company.
Trademark License shall mean, with respect to any Grantor, any agreement, whether written or oral, providing for the grant by or to such Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 3.06 .
Trademarks shall mean, (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or any State thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 3.06 , and (ii) the right to obtain all renewals thereof.
Section 1.02. Other Definitional Provisions . (a) The words . hereof, herein, hereto and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.
(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantors Collateral or the relevant part thereof.
ARTICLE 2
GRANTS OF SECURITY INTERESTS
Section 2.01. Grants of Security Interests . Each Grantor, pursuant to the Existing Notes Collateral Agreements, has granted to the Collateral Trustee for the benefit of the Existing Indenture Secured Parties as security for such Grantors Existing Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether then existing or thereafter acquired (the Existing Security Interests ). Pursuant to this Agreement, each Grantor hereby grants to the Collateral Trustee for the benefit of the Credit Facility Secured Parties, as security for such Grantors Credit Facility Secured Obligations, a security interest in all right, title and interest of such Grantor in all Collateral, whether now existing or hereafter acquired (the security interests granted hereby to secure the Credit Facility Secured Obligations, the Credit Facility Security Interests ).
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Trustee and the Credit Facility Secured Parties that:
Section 3.01. Title; No Other Liens . Such Grantor owns or has rights in each item of its Collateral free and clear of any and all Liens or claims of others other than Permitted Liens. To the knowledge of each Grantor, no financing statement, security agreement, mortgage or other public notice, in any such case authorized by any such Grantor, with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed with respect to Permitted Liens.
Section 3.02. Perfected Security Interests .
(a) Each Credit Facility Security Interest, upon execution and delivery of the Collateral Trust Joinder and completion of the filings and other actions specified on Schedule 3.02 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Trustee in completed and duly executed form) will constitute valid, perfected (to the extent it can be perfected by the completion of such filings and other applicable actions under applicable law), separate and distinct security interests in all of the Collateral in favor of the Collateral Trustee, for the benefit of the Credit Facility Secured Parties that are secured parties with respect to the Credit Facility Security Interests, as collateral security for the Credit Facility Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor.
(b) The Credit Facility Security Interests are prior to all other Liens on the Collateral except for other Permitted Liens described in clauses (i) and (ii) of the definition thereof which have priority over, or parity with, the Credit Facility Security Interests by operation of law; provided that no representations are made with respect to the requirements of any laws of any jurisdiction other than the United States or any State thereof with respect to the perfection or priority of the Credit Facility Security Interests.
Section 3.03. Perfection Certificate . Such Grantor (if a Domestic Subsidiary) has delivered a Perfection Certificate to the Collateral Trustee. The information set forth therein is correct and complete as of the date hereof.
Section 3.04. Farm Products . None of the Collateral of such Grantor constitutes, or is the Proceeds of, Farm Products.
Section 3.05. Pledged Securities . (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Investment Property Issuer owned by such Grantor; provided that with respect to each Investment Property Issuer which is an Excluded Subsidiary, not more than 66 2 ⁄ 3 % of the voting and 100% of the nonvoting stock of any such Investment Property Issuer is pledged hereunder.
(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and non-assessable.
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(c) Each of the Intercompany Notes, when issued, will constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Permitted Liens.
Section 3.06. Intellectual Property . (a) Schedule 3.06 lists all Intellectual Property consisting of United States Patents, Trademarks and Copyrights, applications for United States Patents, and applications for registration of United States Trademarks and Copyrights, and each Patent License, Trademark License and Copyright License in respect of which the annual license payment is greater than $2,000,000, in each case owned by such Grantor in its own name (or in the name of a predecessor entity or in a prior name) on the date hereof.
(b) Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property by such Grantor or the validity or effectiveness of any Intellectual Property owned by such Grantor, nor does Company know of any valid basis for any such claim. To the knowledge of Company, the use of Intellectual Property by each Grantor does not infringe on the rights of any Person in any material respect.
(c) Except as set forth in Schedule 3.06 , on the date hereof, none of the Intellectual Property is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.
Section 3.07. Deposit Accounts . On the date hereof, all Deposit Accounts (including Excluded Deposit Accounts) of such Grantor are listed in Schedule 3.07 .
Section 3.08. Material Government Contracts . (a) Exhibit D-1 lists all Material Government Contracts to which such Grantor is a party as of the date hereof. Such Grantor has executed and delivered to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3 , with respect to each of its Material Government Contracts with the Federal Government.
(b) When any notice of assignment referred to in Section 3.08(a) or Section 4.11(a) is filed with the governmental authority or agency or other office described therein, the Credit Facility Security Interests will constitute a valid assignment of the Material Government Contract identified therein, to the extent that such validity is governed by the Assignment of Claims Act.
Section 3.09. Commercial Tort Claims . On the date hereof, all Commercial Tort Claims held by such Grantor are listed in Schedule 3.09 .
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Section 3.10. Pledged Promissory Notes . On the date hereof, all promissory notes evidencing amounts owed to any Grantor are set forth on Schedule 1.01A .
ARTICLE 4
COVENANTS
Each Grantor covenants and agrees with the Collateral Trustee and the Credit Facility Secured Parties that, from and after the Closing Date until the Final Release Date:
Section 4.01. Delivery of Instruments, Certificated Securities and Chattel Paper . If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Collateral Trustee, duly indorsed to the Collateral Trustee, to be held as Collateral pursuant to this Agreement.
Section 4.02. [Reserved].
Section 4.03. [Reserved].
Section 4.04. Maintenance of Perfected Security Interests . Such Grantor shall maintain each of the Credit Facility Security Interests as perfected security interests having at least the priority described in Section 3.02 and shall defend the Credit Facility Security Interests against the claims and demands of all Persons whomsoever (other than with respect to claims and demands by the beneficiaries of any Credit Facility Security Interests granted or permitted hereunder). Without limiting the generality of the foregoing, such Grantor agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state or federal law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfected the Credit Facility Security Interests in the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Trustee promptly after each such filing. The Collateral Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC or any other applicable law in connection with the Collateral.
Section 4.05. Changes in Locations, Name, etc . Such Grantor will not, except upon prior written notice to the Collateral Trustee and delivery to the Collateral Trustee of all additional executed financing statements and other documents that are necessary, or that are reasonably requested by the Collateral Trustee to maintain the validity, perfection and priority of the security interests provided for herein: (i) change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 3.03 , or (ii) change its name, identity or corporate or other organizational structure.
Section 4.06. Notices . Promptly after having knowledge thereof, such Grantor will notify in writing the Collateral Trustee and the Administrative Agent, in reasonable detail, of:
(a) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect, in a material respect, the ability of the Collateral Trustee to exercise any of its remedies hereunder; and
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(b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the security interests created hereby.
Section 4.07. Investment Property . (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Investment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Trustee, hold the same in trust for the Collateral Trustee and deliver the same forthwith to the Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required to perfect the Collateral Trustees Lien over such Investment Property), to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the Credit Facility Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Credit Agreement or any other Loan Documents and subject to the Pari Passu Intercreditor Agreement, any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Collateral Trustee to be held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Trustee, be delivered to the Collateral Trustee to be held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such Grantor while an event of default has occurred and is continuing under the provisions of the Loan Documents, such Grantor shall, until such money or property is paid or delivered to the Collateral Trustee, hold such money or property in trust for the Collateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the Credit Facility Secured Obligations of such Grantor, in each case subject to the Pari Passu Intercreditor Agreement.
(b) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Trustee promptly in writing of the occurrence of any of the events described in Section 4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Section 5.01(b) shall apply to it, mutatis mutandis , with respect to all actions that may be required of it pursuant to Section 5.01(b) with respect to the Investment Property issued by it.
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Section 4.08. Intellectual Property . (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Trademark ) in order to maintain such Material Trademark in full force free from any claim of abandonment for non-use, (ii) use such Material Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law and (iii) not (and not permit any licensee or sub-licensee thereof to) knowingly do any act or knowingly omit to do any act whereby such Material Trademark may become invalidated or impaired in any material respect.
(b) Such Grantor (either itself or through licensees) will not knowingly do any act, or knowingly omit to do any act, whereby any Patent owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Patent ) may become forfeited, abandoned or dedicated to the public.
(c) Such Grantor (either itself or through licensees) will not knowingly do any act or knowingly omit to do any act whereby any Copyright owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole (a Material Copyright ) may become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly do any act whereby any Material Copyright may fall into the public domain.
(d) Such Grantor (either itself or through licensees) will not knowingly do any act or omit to do any act if the performance or nonperformance of such act could reasonably be expected to result in a material infringement to the Intellectual Property of any Person.
(e) Such Grantor will notify the Collateral Trustee and the Administrative Agent immediately if it knows that any application or registration relating to any Intellectual Property owned by such Grantor that is material to Company and its Subsidiaries, taken as a whole ( Material Intellectual Property ), may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) challenging such Grantors ownership of, or the validity of, any such Material Intellectual Property or such Grantors right to register the same or to own and maintain the same.
(f) If during any fiscal quarter such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for a Patent with the United States Patent and Trademark Office, or an application for the registration of any Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office, respectively, (ii) otherwise acquire any Patent or Trademark issued by, registered with, or applied for in the United States Patent and Trademark Office, or any Copyright registered with or applied for in the United States Copyright Office, or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application owned by such Grantor, such Grantor shall report such acquisition or filing to the Collateral Trustee and the Administrative Agent within 45 days after the last day of such fiscal quarter. Upon request of the Collateral Trustee (acting at the direction of the Administrative Agent), such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.
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(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.
(h) In the event that any Material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Material Intellectual Property (which may include the grant of a license to such third party).
Section 4.09. Deposit Accounts . Each Grantor will ensure that (i) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor in existence on the Closing Date (or on the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall at all times be a Controlled Deposit Account and (ii) each Deposit Account (other than Excluded Deposit Accounts) of such Grantor established after the Closing Date (or after the date on which such Grantor becomes a Grantor hereunder, as the case may be) shall be a Controlled Deposit Account within 20 days after such Deposit Account is established (or such longer period of time as the Collateral Trustee shall agree in its reasonable discretion); provided however that the foregoing shall be subject to any post-close periods following the Closing Date permitted in the Credit Agreement for execution of control agreements with respect to the Deposit Accounts.
Section 4.10. Receivables .
(a) While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Trustee, acting at the direction of the Applicable Representative, may require in connection with such test verifications.
(b) [Reserved].
(c) Subject to the provisions of Section 5.05 , each Grantor is authorized to continue to collect such Grantors Receivables in accordance with its customary practices, at its own expense, and to adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its customary practices.
(d) At the Collateral Trustees request (acting at the direction of the Administrative Agent), each Grantor shall deliver to the Collateral Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.
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(e) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Trustee nor any Credit Facility Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by any Credit Facility Secured Party of any payment relating thereto.
Section 4.11. Material Government Contracts .
(a) Each Grantor will promptly amend and supplement Exhibit D-1 to include each Material Government Contract entered into by it after the Closing Date, by delivering to the Collateral Trustee a supplemental schedule of Material Government Contracts. Concurrently therewith, such Grantor will execute and deliver to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3 , with respect to each Material Government Contract with the Federal Government listed on such supplemental schedule.
(b) Each Grantor will, from time to time, execute and file (and deliver copies thereof to the Collateral Trustee) all assignments, notices of assignment and other documents required to be filed with any state or local government or agency to insure that such Grantors Material Government Contracts with such government or agency are validly assigned to the Collateral Trustee to the extent that such validity is governed by applicable provisions of state or local law.
Section 4.12. Commercial Tort Claims . Each Grantor agrees that within 10 days of the identification of the existence of any Commercial Tort Claim, such Grantor shall notify the Collateral Trustee of such Commercial Tort Claim, and shall execute such additional documents as shall be required to ensure that such Commercial Tort Claim is subject to each of the Credit Facility Security Interests hereunder.
ARTICLE 5
REMEDIAL PROVISIONS
Section 5.01. Investment Property, Including Pledged Stock . (a) Unless an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall have given notice to the relevant Grantor of the Collateral Trustees intent to exercise its corresponding rights pursuant to Section 5.01(b) , each Grantor shall be permitted to receive all cash dividends paid in respect of the Investment Property, paid in the ordinary course of business of the relevant Investment Property Issuer, to the extent permitted under the Specified Agreements, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided that no vote shall be cast or corporate or other organizational right exercised or other action taken which, as the Collateral Trustee shall be advised by the Administrative Agent, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement or any Specified Agreement.
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(b) If an Applicable Notice of Event of Default shall be in effect and the Collateral Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, subject to the Pari Passu Intercreditor Agreement, (i) the Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property pledged by a Grantor and make application thereof as specified in Section 3.04 of the Collateral Trust Agreement, and (ii) any or all of the Investment Property pledged by a Grantor shall be registered in the name of the Collateral Trustee or its nominee, and the Collateral Trustee or its nominee may (but shall not be obligated to) during such period exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor or Secured Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Investment Property pledged by such Grantor hereunder to, subject to the Pari Passu Intercreditor Agreement, (i) comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Applicable Notice of Event of Default is in effect and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, and (ii) if an Applicable Notice of Event of Default is in effect, pay any dividends or other payments with respect to such Investment Property directly to the Collateral Trustee.
Section 5.02. Proceeds To Be Turned Over to Collateral Trustee . If an Applicable Notice of Event of Default shall be in effect, all Proceeds paid in respect of any Collateral received by any Grantor consisting of cash, checks and other similar items shall be held by such Grantor in trust for the Collateral Trustee, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Trustee, if required) subject to the Pari Passu Intercreditor Agreement.
Section 5.03. Application of Proceeds .
(a) All Proceeds of the Collateral received by the Collateral Trustee hereunder shall be held and applied in accordance with Section 3.04 of the Collateral Trust Agreement.
(b) At such intervals as may be agreed upon by the Company and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agents election, the Administrative Agent may apply all or any part of Proceeds received by the Administrative Agent from the Collateral Trustee in accordance with Section 3.04 of the Collateral Trust Agreement in payment of the Obligations in the following order:
First , to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents;
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Second , to the Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then due and owing and remaining unpaid to the Lenders;
Third , to the Administrative Agent, for application by it towards prepayment of the Obligations, pro rata among the Lenders according to the amounts of the Obligations then held by the Lenders; and
Fourth , any balance remaining after the Obligations shall have been paid in full (other than obligations under or in respect of Hedge Agreements and other than contingent indemnity obligations not due and payable), no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same.
Section 5.04. UCC and Other Remedies . If an Applicable Notice of Event of Default is in effect, the Collateral Trustee, on behalf of the Credit Facility Secured Parties, may (but shall not be obligated to) exercise (subject to the Pari Passu Intercreditor Agreement, and in accordance with the Collateral Trust Agreement), in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Credit Facility Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, brokers board or office of the Collateral Trustee or any Credit Facility Secured Party or elsewhere upon such terms and conditions and prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Trustee or any Credit Facility Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Trustees request, to assemble the Collateral and make it available to the Collateral Trustee at places which the Collateral Trustee shall reasonably select, whether at such Grantors premises or elsewhere. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.04 , after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights
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of the Collateral Trustee and the Credit Facility Secured Parties hereunder, including, without limitation, reasonable attorneys fees and disbursements, to the payment in whole or in part of the Credit Facility Secured Obligations, in the order specified in the Collateral Trust Agreement, and only after such application and after the payment by the Collateral Trustee of any other amount required by any provision of law, including, without limitation, Article 9 of the New York UCC, shall the Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any Credit Facility Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.
Section 5.05. Certain Matters Relating to Receivables . While an Applicable Notice of Event of Default shall be in effect, each Grantor will, if requested to do so by the Collateral Trustee, promptly notify (and such Grantor authorizes the Collateral Trustee so to notify) each account debtor in respect of any of its Receivables that such Receivables have been assigned to the Collateral Trustee hereunder, and that any payments due or to become due in respect of such Receivables are to be made directly to the Collateral Trustee or its designee, as instructed by the Collateral Trustee.
Section 5.06. Certain Matters Relating to Material Government Contracts . While an Applicable Notice of Event of Default shall be in effect, the Collateral Trustee may, at the Grantors expense: (i) cause to be filed, delivered and recorded with the Federal Government in accordance with the Assignment of Claims Act any or all assignments and/or notices of assignment executed and delivered to the Collateral Trustee pursuant to Section 3.08(a) and Section 4.11(a) ; and (ii) cause to be filed, delivered and/or recorded with the relevant state or local government or agency any or all assignments, notices of assignment and/or other documents executed and delivered to the Collateral Trustee pursuant to Section 4.11(b) .
Section 5.07. Grant of License to Use Intellectual Property . For the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement, and in accordance with the Pari Passu Intercreditor Agreement, each Grantor, solely during the continuance of an Event of Default, grants to the Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, solely in connection with Collateral Trustees exercise of its rights to the Collateral; provided , however, that nothing in this Section 5.07 shall require a Grantor to grant any license that (a) violates the terms of any agreement between a Grantor and a third party governing the applicable Grantors use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein, or (b) is prohibited by any Requirements of Law; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Collateral Trustee may only be exercised, at the option of the Collateral Trustee, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Collateral Trustee in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.
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ARTICLE 6
THE COLLATERAL TRUSTEE
Section 6.01. Collateral Trustee s Appointment as Attorney-in-fact, etc . (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact while an Applicable Notice of Event of Default is in effect, with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following while an Applicable Notice of Event of Default is in effect:
(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem as necessary for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Trustee may reasonably request to evidence the Collateral Trustees and the Credit Facility Secured Parties security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;
(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;
(iv) execute, in connection with any sale provided for in Section 5.04 , any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and
(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Trustee or as the Collateral Trustee shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts,
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drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Trustee (acting at the direction of the Applicable Representative) may deem appropriate; (7) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Trustee (acting in consultation with the Applicable Representative) shall in its reasonable discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Trustee were the absolute owner thereof for all purposes, and do, at the Collateral Trustees option and such Grantors expense, at any time, or from time to time, all acts and things which the Collateral Trustee may reasonably deem necessary to protect, preserve or realize upon the Collateral and the Collateral Trustees and the Credit Facility Secured Parties security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.
(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.
(c) The expenses of the Collateral Trustee incurred in connection with actions undertaken as provided in this Section 6.01 , together with interest thereon at a rate per annum equal to 2%, from the date of payment by the Collateral Trustee to the date reimbursed by the relevant Grantor, shall be promptly paid by such Grantor to the Collateral Trustee on demand.
(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.
Section 6.02. Duty of Collateral Trustee . (a) The Collateral Trustees sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Article 9 of the New York UCC or otherwise, shall be as provided in the Collateral Trust Agreement. Neither the Collateral Trustee, any Credit Facility Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Trustee and the Credit Facility Secured Parties hereunder are solely to protect the Collateral Trustees and the Credit Facility Secured Parties interests in the Collateral and shall not impose any duty upon the Collateral Trustee or any Credit Facility Secured Party to exercise any such powers. The Collateral Trustee and the Credit Facility Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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(b) Any other provision of this Agreement notwithstanding, neither the Collateral Trustee nor the Administrative Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral.
(c) Neither the Collateral Trustee nor the Administrative Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Credit Facility Security Interests in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, or willful misconduct on the part of the Collateral Trustee, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral.
(d) The Collateral Trustee shall be under no obligation to exercise any of its rights or powers vested in it by this Agreement (subject to the Pari Passu Intercreditor Agreement), at the request, order or direction of the Administrative Agent or Credit Facility Secured Party, pursuant to the provisions of this Agreement, unless the Administrative Agent or Credit Facility Secured Party shall have offered to the Collateral Trustee security or indemnity satisfactory to the Collateral Trustee against the losses costs, expenses and liabilities (including, without limitation, reasonable attorneys fees) which might be incurred therein or thereby.
(e) The Collateral Trustee shall have no duty to act outside of the United States in respect of any Collateral located in any jurisdiction other than the United States ( Foreign Collateral ) but shall, at the specific request of the Administrative Agent, appoint a person or persons to act on behalf of the Credit Facility Secured Parties with respect to such Foreign Collateral. Such person or persons (provided the same are reasonably acceptable to the Collateral Trustee) and the Collateral Trustee shall enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement purporting to relate to the Credit Facility Security Interest in such item of Foreign Collateral pursuant to which such person or persons shall exercise the rights and remedies of the Collateral Trustee and the Credit Facility Secured Parties in the Foreign Collateral for their respective benefit.
(f) In exercising any right, power or discretion under this Agreement and any other Security Document, the Collateral Trustee shall be entitled to seek the direction of the Administrative Agent.
Section 6.03. Execution of Financing Statements . Pursuant to Article 9 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Trustee to file or record, or cause to be filed or recorded, financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as shall be appropriate to perfect the security interests of the Collateral Trustee under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
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Section 6.04. Authority of Collateral Trustee . Each Grantor acknowledges that the rights and responsibilities of the Collateral Trustee under this Agreement with respect to any action taken by the Collateral Trustee or the exercise or non-exercise by the Collateral Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Trustee and the Credit Facility Secured Parties, be governed by the Collateral Trust Agreement, the Pari Passu Intercreditor Agreement, and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Trustee and the Grantors, the Collateral Trustee shall be conclusively presumed to be acting as agent for the Credit Facility Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. The Grantors and the Credit Facility Secured Parties acknowledge that the rights, privileges, protections, immunities and benefits given to the Collateral Trustee under the Collateral Trust Agreement, including, without limitation, its right to be indemnified, are hereby incorporated herein by reference thereto as if set forth herein in full.
ARTICLE 7
MISCELLANEOUS
Section 7.01. Amendments in Writing . None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by an instrument in writing executed by the Grantors and by the Collateral Trustee (pursuant to instructions given in accordance with the Collateral Trust Agreement).
Section 7.02. Notices . All notices, requests and demands to or upon the Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 6.01 of the Collateral Trust Agreement; provided that any such notice, request or demand to or upon any Subsidiary Grantor shall be addressed to such Subsidiary Grantor c/o Company and that any such notice, request or demand to or upon the Collateral Trustee shall be addressed to the Collateral Trustee at its notice address set forth in the Collateral Trust Agreement.
Section 7.03. No Waiver by Course of Conduct; Cumulative Remedies . Neither the Collateral Trustee nor any Credit Facility Secured Party shall by any act (except by a written instrument pursuant to Section 7.01 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Trustee or any Credit Facility Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Trustee or any Credit Facility Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Trustee or such Credit Facility Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
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Section 7.04. Successors and Assigns . This Agreement shall be binding upon the successors and permitted assigns of each Grantor and shall inure to the benefit of the Collateral Trustee and the Credit Facility Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Trustee or as otherwise expressly permitted in the Credit Agreement.
Section 7.05. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
Section 7.06. Severability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Section 7.07. Section Headings . The Section headings used in this Agreement are solely for convenience of reference only and shall not constitute a part of this Agreement or affect the meaning, construction or effect of any provision hereof.
Section 7.08. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 7.09. Submission to Jurisdiction; Waivers . Each Grantor hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Security Document will prevent the Collateral Trustee or any Credit Facility Secured Party from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against the Collateral or any other property of any Grantor in any other forum in which jurisdiction can be established;
(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.02 or at such other address of which the Collateral Trustee shall have been notified pursuant thereto;
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(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 7.09 any special, exemplary, punitive or consequential damages.
Section 7.10. Acknowledgements . Each Grantor hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Credit Agreement and the other Security Documents to which it is a party;
(b) neither the Collateral Trustee nor any Credit Facility Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement, the Specified Agreements or the other Security Documents, and the relationship between the Grantors, on the one hand, and the Collateral Trustee and Credit Facility Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by any of the Specified Agreements or other Security Documents, or otherwise exists by virtue of the transactions contemplated hereby among the Credit Facility Secured Parties or among the Grantors and the Credit Facility Secured Parties.
Section 7.11. Additional Grantors . Each Subsidiary of Company that is required to become a party to this Agreement pursuant to any Specified Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in the form of Exhibit A hereto. For the avoidance of doubt, only Domestic Loan Parties shall be parties to this Agreement (unless the Administrative Agent and the Company otherwise agree, in which case this Agreement shall be amended in accordance with Sections 2.29(d) and Section 10.1(b)(iii) of the Credit Agreement to reflect such terms and limitations with respect to any Foreign Loan Parties (subject to applicable legal, tax, accounting, regulatory and other similar considerations) as the Administrative Agent and the Company shall reasonably agree).
Section 7.12. Termination of Security Interests; Release of Collateral .
(a) The Credit Facility Security Interests shall terminate on the Final Release Date.
(b) Notwithstanding anything herein to the contrary, this Agreement shall not apply and shall cease to be effective, without delivery of any instrument or performance of any act by any party, upon the occurrence and during the continuation of a Suspension Period Event; provided that this Agreement shall be automatically reinstated and shall become immediately effective, without delivery of any instrument or performance of any act by any party, at any time that the requirements of a Suspension Period Event are no longer satisfied.
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(c) [Reserved].
(d) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement (but other than to any other Grantor), including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, then the Credit Facility Security Interests on such Collateral (but not on any Proceeds thereof) shall be automatically released upon the consummation of such sale, transfer or other disposition. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(d) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(d) , a written request for release identifying the relevant Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement.
(e) If (x)(i) all the Capital Stock of a Subsidiary Grantor shall be sold, transferred or otherwise disposed of (but other than to any other Grantor), (ii) a Subsidiary Grantor shall enter into any merger, consolidation or amalgamation with a Person that is not a Grantor (and is not required to be a Grantor) and such Subsidiary Grantor is not the survivor of such merger, consolidation or amalgamation, or (iii) a Subsidiary Grantor shall liquidate, wind up or dissolve itself (or be liquidated or dissolved), in the case of each of clauses (i), (ii) and (iii) pursuant to a transaction permitted by the Credit Agreement, including pursuant to Section 7.5(t) or Section 7.5(z) thereof in connection with or in contemplation of the Spin-Off, or (y) a Subsidiary Grantor is designated an Unrestricted Subsidiary in accordance with Section 6.10 of the Credit Agreement and the definition of Unrestricted Subsidiary in the Credit Agreement, in each case such Subsidiary Grantor shall be automatically released from its obligations hereunder. The Collateral Trustee, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of the Credit Facility Security Interests on such Collateral effected pursuant to this Section 7.12(e) ; provided that as a condition precedent to the execution of any such releases or other documents, Company shall have delivered to the Collateral Trustee and to the Administrative Agent, at least 10 Business Days prior to the date of the relevant proposed release pursuant to this Section 7.12(e) , a written request for release identifying the relevant Subsidiary Grantor, together with a certification by Company stating that such transaction is in compliance with the Credit Agreement.
(f) Upon the termination of any Credit Facility Security Interests in accordance with any of clauses (a), (d) and (e) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, the Collateral shall be released from such Credit Facility Security Interests, all without delivery of any instrument or performance of any act by any party; provided that, to the extent such Collateral was released from the Credit Facility Security Interests upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, such Credit Facility Security Interests shall be automatically reinstated, granted and shall become immediately effective, all without delivery of any instrument or performance of any act by any party, at any time that the requirements of a
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Suspension Period Event are no longer satisfied. Upon the occurrence of the Final Release Date, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Trustee and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the relevant Grantors. At the request and sole expense of any Grantor following the Final Release Date, the Collateral Trustee shall deliver to such Grantor any Collateral held by the Collateral Trustee hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. In addition, the Collateral Trustee shall release the Collateral as provided in Section 6.10 of the Collateral Trust Agreement.
(g) Upon the termination of any Credit Facility Security Interests in accordance with clause (a) above and upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, at the request and sole expense of any Grantor, the Collateral Trustee shall execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination of the Credit Facility Security Interests; provided that, to the extent such Credit Facility Security Interests were terminated upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, within fifteen (15) Business Days after the first date that the requirements of such Suspension Period Event are no longer satisfied, each Grantor shall (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as are necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee.
(h) The Collateral Trustee will, at any time, upon the written instruction of the Administrative Agent, at the sole expense of the relevant Grantor, execute and deliver to the relevant Grantor all releases or other documents reasonably necessary or desirable for any release contemplated above in this Section 7.12 of the Credit Facility Security Interests securing the Credit Facility Secured Obligations with respect to which the Administrative Agent is the Administrative Agent in the Collateral specified by the Administrative Agent in such instruction; provided that, to the extent such Credit Facility Security Interests were released upon the occurrence and during the continuation of a Suspension Period Event in accordance with clause (b) above, within fifteen (15) Business Days after the first date that the requirements of such Suspension Period Event are no longer satisfied, each Grantor shall (i) execute and deliver to the Collateral Trustee such amendments to this Agreement or such other documents as are necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a security interest in the Collateral and (ii) take all actions necessary or advisable to grant to the Collateral Trustee, for the benefit of the Credit Facility Secured Parties, a perfected security interest in the Collateral having at least the priority described in Section 3.02, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by this Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Trustee.
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(i) By acceptance of the benefits hereof, each Credit Facility Secured Party acknowledges and consents to the provisions of this Section 7.12 , agrees that the Collateral Trustee shall incur no liability whatsoever to any Credit Facility Secured Party for any release effected by the Collateral Trustee in accordance with this Section 7.12 and agrees that the Administrative Agent shall not incur any liability whatsoever to any Credit Facility Secured Party for any release directed or consented to by it in accordance with the applicable Specified Agreement.
(j) If any Subsidiary becomes an Excluded Subsidiary, (i) such Excluded Subsidiary shall be automatically released from its obligations hereunder as a Grantor, (ii) any Security Interest on the Capital Stock of such Excluded Subsidiary shall be automatically released except to the extent that this agreement otherwise permits a Security Interest on the Capital Stock of an Excluded Subsidiary and (iii) any Security Interest on the assets of such Excluded Subsidiary shall be automatically released.
Section 7.13. Excluded Subsidiaries . (a) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, except with respect to any Foreign Loan Party, no pledges or other security documentation governed by the law of any jurisdiction other than the United States of America (or any political subdivision thereof) shall be required with respect to any Capital Stock of any Foreign Subsidiary that is evidenced by a certificate delivered to the Collateral Trustee.
(b) If any Grantor delivers Certificated Securities to the Collateral Trustee representing in excess of 66 2 ⁄ 3 % of the voting and 100% of the non-voting Capital Stock of any Excluded Subsidiary ( Excess Securities ) in order to facilitate compliance with Section 4.01 , the Collateral Trustee agrees that (i) such Excess Securities shall not constitute Pledged Stock or Collateral, (ii) the Collateral Trustee shall have no right, title or interest in or to such Excess Securities (including, without limitation, voting rights) and (iii) the Collateral Trustee shall hold such Excess Securities solely as a nominee for the benefit of such Grantor.
Section 7.14. Waiver of Jury Trial . EACH OF THE GRANTORS, AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, EACH OF THE COLLATERAL TRUSTEE AND THE CREDIT FACILITY SECURED PARTIES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Section 7.15. Collateral Trust Agreement and Pari Passu Intercreditor Agreement . Notwithstanding anything herein to the contrary, the liens and security interests granted pursuant to this Agreement and the exercise of any right or remedy with respect thereto are subject to the provisions of the Pari Passu Intercreditor Agreement and the Collateral Trust Agreement. In the event of any conflict or inconsistency between the provisions of the Pari Passu Intercreditor Agreement and this Agreement, the provisions of the Pari Passu Intercreditor Agreement shall control, and between the Collateral Trust Agreement and this Agreement, the provisions of the Collateral Trust Agreement shall control. Each Credit Facility Secured Party, by acceptance of the benefits hereof, hereby acknowledges that it is subject to and bound by the provisions of the Pari Passu Intercreditor Agreement in its capacity as a holder of Additional Senior Class Debt (as defined in the Pari Passu Intercreditor Agreement).
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Section 7.16. The Administrative Agent . The Grantors and the Credit Facility Secured Parties acknowledge that when acting hereunder, including without limitation, when exercising any discretion or right to direct the Collateral Trustee, the Administrative Agent shall be entitled to all of the rights, privileges, protections, immunities and benefits given to the Administrative Agent under the Credit Agreement, including, without limitation, its right to be indemnified.
Section 7.17. Consent of Certain Grantors . Each of (i) F-M Motorparts TSC LLC, in its capacity as member of F-M TSC Real Estate Holdings LLC, (ii) Federal-Mogul Motorparts LLC, in its capacity as member of each of Muzzy-Lyon Auto Parts LLC, Federal-Mogul Chassis LLC, Federal-Mogul Filtration LLC, Federal-Mogul World Wide LLC, Carter Automotive Company LLC, Beck Arnley Holdings LLC, Federal-Mogul Products US LLC and F-M Motorparts TSC LLC, (iii) Federal-Mogul Valve Train International LLC, in its capacity as member of Federal-Mogul Sevierville, LLC, (iv) Federal-Mogul Powertrain LLC, in its capacity as member of Federal-Mogul Piston Rings, LLC, Federal-Mogul Powertrain IP LLC, Felt Products MFG. CO. LLC, Federal-Mogul Ignition LLC and Federal-Mogul Value Train International LLC, and (v) Tenneco Inc., in its capacity as member of Federal-Mogul Motorparts LLC and Federal-Mogul Powertrain LLC, hereby acknowledge and agree that this Agreement shall constitute a waiver of the provisions of Section 12.9 (or, with respect to Federal-Mogul Chassis LLC, Section 13.9) of each such Grantors limited liability company agreement and, to the extent applicable, constitute satisfaction and fulfillment of the requirement that the member of each such Grantor consent to the acquisition by the Collateral Trustee, the Administrative Agent and any other Secured Party, as creditors of such Grantor or the member of Grantor under the Credit Agreement, of a membership interest or interest in the profits or property of such Grantor as required pursuant to the second sentence thereof.
Section 7.18. Extensions . Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, the Collateral Trustee may, at the direction of the Administrative Agent (which shall give such direction in the Administrative Agents sole discretion), grant extensions of time for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets of any Loan Party (including extensions beyond the Closing Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date).
[SIGNATURE PAGES FOLLOW]
31
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.
TENNECO INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TENNECO AUTOMOTIVE OPERATING COMPANY INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TENNECO INTERNATIONAL HOLDING CORP. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
THE PULLMAN COMPANY | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance |
TENNECO GLOBAL HOLDINGS INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President Finance | ||
CLEVITE INDUSTRIES INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
TMC TEXAS INC. | ||
By: |
/s/ Paul D. Novas |
|
Name: Paul D. Novas | ||
Title: Vice President, Finance | ||
CARTER AUTOMOTIVE COMPANY LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
FEDERAL-MOGUL WORLD WIDE LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President |
FELT PRODUCTS MFG. CO. LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President | ||
MUZZY-LYON AUTO PARTS LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
FEDERAL-MOGUL POWERTRAIN LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President | ||
FEDERAL-MOGUL POWERTRAIN IP LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President | ||
FEDERAL-MOGUL PISTON RINGS, LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President |
FEDERAL-MOGUL IGNITION LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President | ||
FEDERAL-MOGUL MOTORPARTS LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
FEDERAL-MOGUL CHASSIS LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
F-M MOTORPARTS TSC LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
F-M TSC REAL ESTATE HOLDINGS LLC | ||
By: |
/s/ Michael Proud |
|
Name: Michael Proud | ||
Title: President |
FEDERAL-MOGUL VALVE TRAIN INTERNATIONAL LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President | ||
FEDERAL-MOGUL SEVIERVILLE, LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik |
||
Title: President |
||
BECK ARNLEY HOLDINGS LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie | ||
Title: President | ||
FEDERAL-MOGUL FILTRATION LLC | ||
By: |
/s/ James Zabriskie |
|
Name: James Zabriskie |
||
Title: President |
||
FEDERAL-MOGUL FINANCING CORPORATION | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: Assistant Treasurer |
FEDERAL-MOGUL PRODUCTS US LLC | ||
By: |
/s/ David Jachcik |
|
Name: David Jachcik | ||
Title: President |
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
||
By: |
/s/ Gene R. Riego de Dios |
|
Name: |
Gene R. Riego de Dios | |
Title: |
Executive Director |
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee | ||
By: |
/s/ Jane Y. Schweiger |
|
Name: Jane Y. Schweiger | ||
Title: Vice President |
SCHEDULE 1.01A
PLEDGED PROMISSORY NOTES
Title |
Date |
Payor |
Payee |
Principal Amount | ||||||||
1. |
Promissory Note No. 1 | 6/30/2000 | Tenneco Automotive Brasil Ltda. | The Pullman Company | $ | 10,000,000.00 | ||||||
2. |
Promissory Note No. 2 | 11/19/2001 | Tenneco Automotive Brasil Ltda. | The Pullman Company | $ | 35,000,000.00 | ||||||
3. |
Loan Agreement | 9/15/2016 | Tenneco Management (Europe) Limited | Tenneco Automotive Operating Company Inc. | $ | 250,000,000.00 | ||||||
4. |
Loan Agreement | 2/13/2008 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 870,000.00 | ||||||
5. |
Loan Agreement | 4/16/2008 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 10,000,000.00 | ||||||
6. |
Loan Agreement | 7/16/2008 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 10,000,000.00 | ||||||
7. |
Loan Agreement | 12/1/2008 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,100,000.00 | ||||||
8. |
Loan Agreement | 1/14/2013 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 15,000,000.00 | ||||||
9. |
Loan Agreement | 10/28/2008 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,285,000.00 | ||||||
10. |
Loan Agreement | 12/2/2008 | Federal-Mogul Sistemas Automotivos Ltda. (successor by merger to Federal-Mogul do Brazil Ltda.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 284,935.00 | ||||||
11. |
Loan Agreement | 2/5/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 730,000.00 | ||||||
12. |
Loan Agreement | 3/11/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,000,000.00 | ||||||
13. |
Loan Agreement | 4/30/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,500,000.00 | ||||||
14. |
Loan Agreement | 8/2/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,000,000.00 |
Title |
Date |
Payor |
Payee |
Principal Amount | ||||||||
15. |
Loan Agreement | 9/10/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,940,000.00 | ||||||
16. |
Loan Agreement | 12/20/2013 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 4,250,000.00 | ||||||
17. |
Loan Agreement | 1/14/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,510,000.00 | ||||||
18. |
Promissory Note | 6/30/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 3,000,000.00 | ||||||
19. |
Loan Agreement | 6/19/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 775,000.00 | ||||||
20. |
Loan Agreement | 7/23/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 515,000.00 | ||||||
21. |
Loan Agreement | 7/23/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 8,700,000.00 | ||||||
22. |
Loan Agreement | 10/1/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,455,000.00 | ||||||
23. |
Loan Agreement | 10/28/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 4,000,000.00 | ||||||
24. |
Loan Agreement | 11/26/2014 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 6,600,000.00 | ||||||
25. |
Loan Agreement | 1/29/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 3,000,000.00 | ||||||
26. |
Loan Agreement | 2/26/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 3,000,000.00 | ||||||
27. |
Loan Agreement | 4/17/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,110,000.00 | ||||||
28. |
Loan Agreement | 4/22/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,000,000.00 | ||||||
29. |
Loan Agreement | 5/1/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 600,000.00 | ||||||
30. |
Loan Agreement | 5/8/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,023,000.00 | ||||||
31. |
Loan Agreement | 6/10/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 985,000.00 |
Title |
Date |
Payor |
Payee |
Principal Amount | ||||||||
32. |
Loan Agreement | 6/22/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 1,600,000.00 | ||||||
33. |
Loan Agreement | 11/23/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 420,000.00 | ||||||
34. |
Loan Agreement | 3/27/2015 | Federal-Mogul Sistemas Automotivos Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 3,150,000.00 | ||||||
35. |
Intercompany Note | 3/1/2015 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul Ignition Company | $ | 54,418,839.00 | ||||||
36. |
Intercompany Note | 3/1/2015 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul Products, Inc. | $ | 391,581,161.00 | ||||||
37. |
Intercompany Note | 7/8/2014 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,000,000.00 | ||||||
38. |
Intercompany Note | 5/1/2014 | Federal-Mogul Motorparts LLC (f/k/a Federal-Mogul Motorparts Corporation) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 148,908,000.00 | ||||||
39. |
Loan Agreement | 12/17/2008 | Federal-Mogul Materias de Friccao Ltd (Now Federal-Mogul Sistemas Automotivos Ltda) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 9,270,000.00 | ||||||
40. |
Loan Agreement | 6/9/2010 | Federal-Mogul Holding Sweden AB | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | EUR 31,050,000.00 | |||||||
41. |
Loan Agreement |
7/8/98
(Restated 7/3/14) |
Federal-Mogul Holding Deutschland GmbH | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | EUR 312,409,865.88 | |||||||
42. |
Loan Agreement | 1/22/2013 | Federal-Mogul Finance 1 LLC | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 400,000,000.00 | ||||||
43. |
Loan Agreement | 1/30/15 (amended 9/15/16) | Federal-Mogul Componentes de Motores Ltda. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 25,407,395.93 | ||||||
44. |
Promissory Note | 1/1/2001 | Federal Mogul Argentina S.A. (f/k/a In-De-Co H. Minoli SAIC) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 12,007,078.00 |
Title |
Date |
Payor |
Payee |
Principal Amount | ||||||||
45. |
Offer Letter | 2/2/2012 | Federal Mogul Argentina S.A. | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,500,000.00 | ||||||
46. |
Loan Agreement |
8/21/12
(effective as of 6/28/12) |
Carter Automotive Company LLC (f/k/a Carter Automotive Company, Inc.) | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 2,500,000.00 | ||||||
47. |
Loan Agreement | 4/5/2017 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 615,000.00 | ||||||
48. |
Loan Agreement | 11/28/2017 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 340,000.00 | ||||||
49. |
Loan Agreement | 3/6/2018 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 1,000,000.00 | ||||||
50. |
Loan Agreement | 3/26/2018 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 197,767.00 | ||||||
51. |
Loan Agreement | 4/26/2018 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 1,000,000.00 | ||||||
52. |
Loan Agreement | 5/22/2018 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | $ | 1,000,000.00 | ||||||
53. |
Loan Agreement | 5/29/2018 | Federal-Mogul Argentina SA | Federal-Mogul Motorparts LLC | EUR 598,262.12 | |||||||
54. |
Loan Agreement | 1/1/2001 | Federal-Mogul LLC | T & N Industries LLC | $ | 53,222,750.00 | ||||||
55. |
Loan Agreement | 12/18/1998 | Federal-Mogul LLC | Federal-Mogul Powertrain LLC | $ | 58,430,655.27 | ||||||
56. |
Loan Agreement | 2/28/2013 | Federal-Mogul Powertrain LLC | Ferodo America LLC | $ | 1,500,000.00 | ||||||
57. |
Loan Agreement | 5/1/2001 | Federal-Mogul Motorparts Corporation | Ferodo America LLC | $ | 41,597,121.43 | ||||||
58. |
Loan Agreement | 12/13/2007 | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | Federal-Mogul Finance 2 LLC | GBP 97,771,983 | |||||||
59. |
Loan Agreement | 4/16/2008 | Federal-Mogul World Trade (Asia) Ltd | Federal-Mogul LLC (f/k/a Federal-Mogul Corporation) | $ | 870,000.00 |
SCHEDULE 1.01B
PLEDGED STOCK
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Tenneco Inc. | Tenneco Automotive Operating Company Inc. (Delaware) | 9 | 231 common | 100 | % | 100 | % | |||||||
Tenneco Automotive Inc. (Nevada) | 1 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco GmbH (Germany) | 3 1 | 30,000 | 100 | % | 5.4 | % | ||||||||
Tenneco Automotive Operating Company Inc. | Precision Modular Assembly Corp. (Delaware) | 3 | 200 common | 100 | % | 100 | % | |||||||
Tenneco Asheville Inc. (Delaware) | 5 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco Asia Inc. (Delaware) | 5 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco Automotive RSA Company (Delaware) | 3 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco Automotive Second RSA Company (Delaware) | 1 | 100 common | 100 | % | 100 | % | ||||||||
Tenneco Automotive Trading Company (Delaware) | 5 | 1,000 common | 100 | % | 100 | % | ||||||||
Tenneco Brake Inc. (Delaware) | 7 | 1,000 common | 100 | % | 100 | % |
1 |
There is no stock certificate. |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Tenneco Europe Limited (Delaware) | 7 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco International Holding Corp. (Delaware) | 16 | 818.18072 common | 100 | % | 100 | % | ||||||||
The Pullman Company (Delaware) | NC-5 | 221 common | 100 | % | 100 | % | ||||||||
Maco Inversiones S.A. (Argentina) 2 | 4 | 214,500 common | 3.58 | % | 3.58 | % | ||||||||
TMC Texas Inc. (Delaware) | 4 | 200 common | 100 | % | 100 | % | ||||||||
Walker Electronic Silencing Inc. (Delaware) | 6 | 200 common | 100 | % | 100 | % | ||||||||
Walker Europe Inc. (Delaware) | 7 | 200 common | 100 | % | 100 | % | ||||||||
Walker Manufacturing Company (Delaware) | 7 | 200 common | 100 | % | 100 | % | ||||||||
Tenneco Automotive Walker Inc. (Delaware) | 1 | 1,000 common | 100 | % | 100 | % | ||||||||
Tenneco (MUSA) (California) 3 | 1, 3 | 25,000 common | 100 | % | 100 | % | ||||||||
Tenneco (China) Co. Ltd. 4 | n/a | 43,470,068 | 64.99 | % | 100 | % | ||||||||
Tenneco International Holding Corp. | Tenneco Global Holdings Inc. (Delaware) | 3 | 315,000 common | 100 | % | 100 | % |
2 |
A local law pledge agreement is to be completed post-closing. |
3 |
This entity was formerly known as Marzocchi U.S.A. |
4 |
No. of Shares and Issued. Authorized Total No. of Shares is based on registered capital of Tenneco (China) Co. Ltd. A local law pledge agreement is to be completed post-closing. |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Tenneco Canada Inc. (Ontario) | 2 | 1,287 common | 66 | % | 100 | % | ||||||||
Tenneco Global Holdings Inc. | Fric-Rot S.A.I.C. (Argentina) 5 |
1, 3,
5, 6 & 7 |
913,288 common | 63.96 | % | 63.96 | % | |||||||
Tenneco Automotive Iberica, S.A. (Spain) | 1 | 233,647 common | 65.99 | % | 100 | % | ||||||||
Maco Inversiones S.A. (Argentina) 6 | 1 | 3,685,499 common | 61.42 | % | 61.42 | % | ||||||||
Tenneco International Luxembourg SA (Luxembourg) | n/a | 165,693,500 | 100 | % | 100 | % | ||||||||
The Pullman Company | Clevite Industries Inc. (Delaware) | NC-1 | 1,000 common | 100 | % | 100 | % | |||||||
Pullman Standard Inc. (Delaware) | NC-1 | 1,000 common | 100 | % | 100 | % | ||||||||
Tenneco Brazil Ltda. (Brazil) | n/a | 1,567,119,612.5 | 65 | % | 65 | % | ||||||||
Federal-Mogul LLC | Federal-Mogul Financing Corporation | 3 | 100,000 common | 100 | % | 100 | % | |||||||
Federal-Mogul Powertrain LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Motorparts LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Valvetrain | 1 | 1 ordinary share | 65 | % | 100 | % |
5 |
A local law pledge agreement is to be completed post-closing. |
6 |
A local law pledge agreement is to be completed post-closing. |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Limited (United Kingdom | 3 | 30,355,001 ordinary shares | ||||||||||||
4 | 16,344,999 ordinary shares | |||||||||||||
Coventry Assurance, Ltd. (Bermuda) | 20 | 79,200 common | 65 | % | 100 | % | ||||||||
Cooperatief Federal-Mogul Dutch Investments B.A. (Dutch Co-Op) (Netherlands)* | n/a | n/a | 65 | % | 96.89 | % | ||||||||
Federal-Mogul Holding Sweden AB (Sweden) | 1-330 | 330 shares | 65 | % | 100 | % | ||||||||
Federal-Mogul Automotive Verwaltungs GmbH (Germany) | n/a | n/a | 5.1 | % | 5.1 | % | ||||||||
Federal-Mogul Motorparts (Thailand) Limited (Thailand) | 7 | 195,000 shares | 65 | % | 99.98 | % | ||||||||
Federal-Mogul Canada Limited (Canada) | C-8 | 447,590 common | 65 | % | 100 | % | ||||||||
Federal-Mogul de Costa Rica, S.A. (Costa Rica) 7 | X | 650 shares | 65 | % | 100 | % |
7 |
In the process of being updated to correct holders name. |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Federal-Mogul de Guatemala, S.A. (Guatemala) 8 | 4 | 163 shares | 65 | % | 99.99 | % | ||||||||
Federal-Mogul Powertrain (Netherlands) B.V. ( Netherlands )* 9 | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul Powertrain (Motorparts) B.V. ( Netherlands ) * 10 | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul World Wide LLC | Federal-Mogul Distribucion de Mexico S. de R.L. de C.V. (Mexico) | 5 | 1 Series B-1 Equity Part | 4.41 | % | 4.41 | % | |||||||
Federal-Mogul Powertrain LLC | Federal-Mogul Powertrain IP LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Piston Rings, LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition LLC (f/k/a Federal-Mogul Ignition Company) | n/a | n/a | 100 | % | 100 | % |
8 |
In the process of being updated to correct holders name. |
9 |
A local law pledge agreement is to be completed post-closing. |
10 |
A local law pledge agreement is to be completed post-closing. |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
Felt Products MFG. CO. LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Valve Train International LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
T&N Industries LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Ignition LLC (f/k/a Federal-Mogul Ignition Company) | Federal-Mogul Valve Train S. de R.L. de C.V. (Mexico) | n/a | n/a | 0.03 | % | 0.03 | % | |||||||
Federal-Mogul Products Company LLC (f/k/a Federal-Mogul Products, Inc.) | Productos de Frenos Automotrices de Calidad S.A. de C.V. (Mexico) | See Schedule 4.01 | See Schedule 4.01 | 65 | % | 100 | % | |||||||
Federal-Mogul Motorparts LLC | Carter Automotive Company LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul World Wide LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Muzzy-Lyon Auto Parts LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Chassis LLC | n/a | n/a | 100 | % | 100 | % |
Grantor |
Issuer *Denotes that Pledged Stock has also been pledged pursuant to a Foreign Pledge Agreement |
Stock
Certificate No. |
If Certificate, Number of
Shares
and
of Stock |
Percentage
Ownership Represented by the Pledged Shares |
Total Percentage of
the Issuer Owned by the Grantor |
|||||||||
F-M Motorparts TSC LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Beck Arnley Holdings LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Filtration LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Transaction LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
FM International, LLC | n/a | n/a | 65 | % | 100 | % | ||||||||
Federal-Mogul Iberica, S.L. (Spain)* | n/a | n/a | 64.5 | % | 64.5 | % | ||||||||
Speyside Real Estate LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
Federal-Mogul Products US LLC | n/a | n/a | 100 | % | 100 | % | ||||||||
F-M Motorparts TSC LLC | F-M TSC Real Estate Holdings LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Federal-Mogul Valve Train International LLC | Federal-Mogul Sevierville, LLC | n/a | n/a | 100 | % | 100 | % | |||||||
Forjas y Maquinas S. de R.L. de C.V. (Mexico) | See Schedule 4.01 | See Schedule 4.01 | 0.01 | % | 0.01 | % |
SCHEDULE 1.01C
EXCLUDED JOINT VENTURES
Joint Venture Name |
Country |
% Ownership by Grantor |
||||
1. | Tenneco-Eberspacher (Dalian) Exhaust System Co. Ltd. | China | 30% | |||
2. | Tenneco FAWSN (Changchun) Automobile Parts Co. Ltd. | China | 41% | |||
3. | Federal-Mogul Anand Bearings India Limited | India | 51.0% (Federal-Mogul LLC) | |||
4. | Frenos Hidraulicos Automotrices, S.A. de C.V. | Mexico | 49.0% (Federal-Mogul Ignition LLC (f/k/a Federal-Mogul Ignition Company)) | |||
5. | Federal-Mogul TP Liners Inc. | United States | 46.0% (Federal-Mogul Powertrain LLC) | |||
6. | United Piston Ring, Inc. | United States | 6.85% (Federal-Mogul Powertrain LLC) | |||
7. | Componentes Venezolanos de Direccsion, S.A. | Venezuela | 40.0% (Federal-Mogul Valve Train International LLC) | |||
8. | Federal-Mogul Aftermarket Espana SA | Spain | 51.0% (Federal-Mogul Motorparts LLC) | |||
9. | Parts Zone (Thailand) Co., Ltd. | Thailand | 50.11% (Federal-Mogul Motorparts LLC) |
SCHEDULE 3.02
PERFECTION MATTERS
Capitalized terms used in this Schedule shall have the meanings assigned to such terms in the Credit Agreement or, to the extent not defined therein, the Collateral Agreement.
UCC-1 Filings
The Loan Parties will file UCC-1 Financing Statements against each Person set forth below, in each case describing the collateral as all personal property or similar, in the applicable filing office in each of the specified jurisdictions.
Entity |
Jurisdiction |
Role |
||
Tenneco Inc. | DE | Borrower | ||
Tenneco Automotive Operating Company Inc. | DE | Borrower | ||
Tenneco International Holding Corp. | DE | Guarantor | ||
The Pullman Company | DE | Guarantor | ||
Tenneco Global Holdings Inc. | DE | Guarantor | ||
Clevite Industries Inc. | DE | Guarantor | ||
TMC Texas Inc. | DE | Guarantor | ||
Carter Automotive Company LLC | DE | Guarantor | ||
Federal-Mogul World Wide LLC | MI | Guarantor | ||
Felt Products MFG. CO. LLC | DE | Guarantor | ||
Muzzy-Lyon Auto Parts LLC | DE | Guarantor | ||
Federal-Mogul Powertrain LLC | MI | Guarantor | ||
Federal-Mogul Powertrain IP, LLC | DE | Guarantor | ||
Federal-Mogul Piston Rings, LLC | DE | Guarantor |
Physical Collateral
The Collateral Trustee will take possession of the physical collateral set forth in Schedule 1.01(A) and Schedule 1.01(B), in each case, to the extent required by the Collateral Agreement, except that the Loan Parties shall have 90 days from October 1, 2018 to deliver any stock certificates and intercompany notes not previously delivered to the Collateral Trustee.
Deposit Accounts
The applicable Loan Parties have entered into account control agreements (or amendments to account control agreements) with respect to the Deposit Accounts as set forth on Schedule 3.07 to the Collateral Agreement (other than any Deposit Account labeled Excluded Deposit Account); except that the Loan Parties shall have 90 days from October 1, 2018 to enter into any such deposit account control agreements or amendments.
Intellectual Property
The applicable Loan Parties will file notices of their respective interests in (i) Copyrights (and related property) with the United States Copyright Office within 30 days after October 1, 2018 and (ii) Patents and Trademarks (and, in each case, related property) with the United States Patent and Trademark Office within 90 days after October 1, 2018.
Actions Pursuant to Foreign Law
To be determined and completed within 120 days after October 1, 2018.
Mortgage Filings/Recordings/Endorsements
To be determined and completed within 90 days after October 1, 2018.
SCHEDULE 3.06
INTELLECTUAL PROPERTY
[Attached Separately]
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
ALBANIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
320341 |
252 | 9/26/1992 | 5451 | 7/7/1993 | 12 | |||||||||||
ALBANIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
320630 |
148 | 10/15/1992 | 5642 | 4/12/1994 | 12 | |||||||||||
ALBANIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
320866 |
147 | 10/15/1992 | 5641 | 4/12/1994 | 12 | |||||||||||
ALBANIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
321174 |
ALT0000483 | 11/1/2000 | 8911 | 12/12/2001 | 12 | |||||||||||
ALBANIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115-
421828-AL |
1385233 | 11/21/2017 | 012 | |||||||||||||
ALBANIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
321369 |
ALM9500896 | 9/22/1995 | 7418 | 11/15/1998 | 12 | |||||||||||
ALBANIA | TENNECO & Design (Horizon) |
|
Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
321881 |
9500897 | 9/22/1995 | 7419 | 11/15/1998 | 12 | ||||||||||
ALGERIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
320342 |
4085 | 12/28/1984 | 048493 | 1/16/1985 | 12 | |||||||||||
ALGERIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING |
77115-
422252-DZ |
1386972 | 12/6/2017 | 12 | |||||||||||||
ALGERIA | MONROE & Design (New Wing) (Refile) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
402631 |
DZT20016003943 | 9/25/2016 | 99550 | 10/3/2017 | 07 | |||||||||||
ALGERIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115-
421828-DZ |
1385233 | 11/21/2017 | 012 | |||||||||||||
ALGERIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115-
321983 |
950570 | 5/24/1995 | 049070 | 5/24/1995 | 12 |
Page 1 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
ALGERIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321373 |
092139 | 7/15/2009 | 77900 | 7/15/2009 | 07, 12 | |||||||||||
ALGERIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321882 |
951136 | 9/20/1995 | 049619 | 9/20/1995 | 12 | |||||||||||
ARGENTINA | AUTOK RED DE SERVICOS MONROE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320031 |
2967820 | 11/3/1998 | 1771713 | 1/24/2000 | 37 | |||||||||||
ARGENTINA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320114 |
1793350 | 3/5/1991 | 1948721 | 5/31/1993 | 12 | |||||||||||
ARGENTINA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320147 |
2777972 | 10/9/2007 | 2252398 | 10/3/2008 | 07 | |||||||||||
ARGENTINA | FRIC ROT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320263 |
2120165 | 12/11/1997 | 1924762 | 4/30/2003 | 6 | |||||||||||
ARGENTINA | FRIC ROT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320265 |
1919915 | 12/11/1997 | 2596745 | 3/27/2003 | 12 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335909 |
2893890 | 2/10/2009 | 2358843 | 4/14/2010 | 03 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335910 |
2893891 | 2/10/2009 | 2358844 | 4/14/2010 | 14 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335911 |
2893892 | 2/10/2009 | 2358846 | 4/14/2010 | 15 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335912 |
2913286 | 5/6/2009 | 2375172 | 6/7/2010 | 25 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335913 |
2893893 | 2/10/2009 | 2359482 | 4/14/2010 | 32 | |||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335914 |
2893894 | 2/10/2009 | 2358848 | 4/14/2010 | 33 |
Page 2 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
ARGENTINA | FRIC ROT | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335915 |
2893911 | 2/10/2009 | 2359481 | 4/14/2010 | 34 | |||||||||||
ARGENTINA | FRIC ROT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 336581 |
3236333 | 12/11/1997 | 2601655 | 4/4/2003 | 09 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326708 |
3029817 | 9/10/2010 | 2617399 | 12/20/2013 | 07 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326709 |
3029819 | 9/10/2010 | 2533114 | 10/19/2012 | 09 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326710 |
3029820 | 9/10/2010 | 2525704 | 9/12/2012 | 12 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326711 |
3029822 | 9/10/2010 | 2533115 | 10/19/2012 | 35 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326712 |
3029823 | 9/10/2010 | 2533116 | 10/19/2012 | 37 | |||||||||||
ARGENTINA | FRIC ROT MAX 2 | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 326713 |
3029824 | 9/10/2010 | 2533117 | 10/19/2012 | 41 | |||||||||||
ARGENTINA | FRIC-ROT GABRIEL & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320271 |
2928269 | 12/15/1995 | 2465641 | 7/22/1999 | 12 | |||||||||||
ARGENTINA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320343 |
2666817 | 10/14/1985 | 2170014 | 3/5/1986 | 12 | |||||||||||
ARGENTINA | GP (Label) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320427 |
2866531 | 10/15/2008 | 2322629 | 10/20/2009 | 12 | |||||||||||
ARGENTINA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320631 |
520751 | 9/6/1963 | 2201017 | 11/12/1963 | 12 | |||||||||||
ARGENTINA | MONROE & Design (Capital M&E) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320862 |
3311506 | 12/27/1937 | 2697984 | 12/27/1937 | 12 | |||||||||||
ARGENTINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320867 |
2534718 | 2/6/1994 | 3512653 | 9/30/1994 | 12 |
Page 3 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
ARGENTINA | MONROE SAFE CHECK & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321217 |
3027863 | 9/2/2010 | 2532280 | 10/19/2012 | 12 | |||||||||||
ARGENTINA | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321225 |
2588373 | 9/11/1981 | 2843097 | 5/31/1985 | 12 | |||||||||||
ARGENTINA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 434094 |
3715304 | 6/7/2018 | 12 | |||||||||||||
ARGENTINA | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321318 |
2790815 | 12/5/2007 | 2322132 | 10/15/2009 | 009 | |||||||||||
ARGENTINA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 421838 |
3663112 | 11/23/2017 | 12 | |||||||||||||
ARGENTINA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321937 |
2876067 | 8/11/1997 | 2408978 | 11/18/1998 | 12 | |||||||||||
ARGENTINA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321939 |
2913287 | 5/6/2009 | 2465642 | 9/26/2011 | 37 | |||||||||||
ARGENTINA | RANCHO PATAGONIA & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322289 |
2694557 | 8/10/2006 | 2268409 | 1/22/2009 | 12 | |||||||||||
ARGENTINA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322290 |
2718011 | 12/5/2006 | 2204119 | 12/26/2007 | 12 | |||||||||||
ARGENTINA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321985 |
1962995 | 2/24/1995 | 2201018 | 12/14/1995 | 12 | |||||||||||
ARGENTINA | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321394 |
3076825 | 4/1/2011 | 2521716 | 8/29/2012 | 07 | |||||||||||
ARGENTINA | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321572 |
3077297 | 4/5/2011 | 2509319 | 6/15/2012 | 07 | |||||||||||
ARGENTINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321377 |
1315946 | 2/17/1982 | 2200624 | 11/28/1996 | 12 | |||||||||||
ARGENTINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321378 |
1315945 | 2/17/1982 | 1982693 | 11/12/1982 | 07 | |||||||||||
ARGENTINA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321883 |
2000541 | 9/18/1995 | 2197922 | 7/31/1996 | 12 | |||||||||||
ARGENTINA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322341 |
2326903 | 2/7/2001 | 2556353 | 10/17/2002 | 007 |
Page 4 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
ARGENTINA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322342 |
2326904 | 2/7/2001 | 2165414 | 6/21/2007 | 007 | |||||||||||
ARGENTINA | WALKER ARGENTINA | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321765 |
2839615 | 3/19/1997 | 2299446 | 7/15/1998 | 012 | |||||||||||
ARGENTINA | WALKER ARGENTINA | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321769 |
2838712 | 3/19/1997 | 2285875 | 7/15/1998 | 006 | |||||||||||
ARGENTINA | WALKER ARGENTINA | Fric-Rot S.A.I.C. | REGISTERED |
77115- 335908 |
2838711 | 7/14/2008 | 2285873 | 5/8/2009 | 01 | |||||||||||
ARGENTINA | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321865 |
3039429 | 10/19/2010 | 2473606 | 11/4/2011 | 07 | |||||||||||
ARIPO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422238 |
APM2017003218 | 12/11/2017 | 12 | |||||||||||||
ARMENIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320632 |
20000722 | 10/25/2000 | 6628 | 2/27/2002 | 07, 12 | |||||||||||
ARMENIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321942 |
20000724 | 10/25/2000 | 6630 | 2/27/2002 | 07, 12 | |||||||||||
ARMENIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321380 |
950918 | 11/20/1995 | 3073 | 5/12/1998 | 12 | |||||||||||
ARMENIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321382 |
1309 | 2/16/1996 | 1882 | 6/11/1997 | 07, 12 | |||||||||||
ARMENIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321889 |
950919 | 11/20/1995 | 3074 | 5/12/1998 | 12 | |||||||||||
ARMENIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322343 |
20000723 | 10/25/2000 | 6629 | 2/27/2002 | 007 | |||||||||||
ARUBA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320148 |
96092714 | 9/27/1996 | 18199 | 11/11/1996 | 07 | |||||||||||
ARUBA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 422229 |
IM17120722 | 12/7/2017 | 34489 | 2/8/2018 | 12 | |||||||||||
ARUBA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321944 |
IM2007112111 | 11/21/2007 | 26971 | 2/6/2008 | 12 | |||||||||||
AUSTRALIA | CARGO COIL | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320047 |
B412951 | 8/6/1984 | 412951 | 7/27/1987 | 12 |
Page 5 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
Country |
Mark |
Image |
Owner Name |
Status |
Ref# |
App# |
File Date |
Reg# |
Reg Date |
Classes |
||||||||||
AUSTRALIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320116 |
716864 | 9/9/1996 | 716864 | 8/29/1997 | 12 | |||||||||||
AUSTRALIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320150 |
716124 | 8/28/1996 | 716124 | 9/19/1997 | 07 | |||||||||||
AUSTRALIA | GAS RISER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320273 |
606350 | 7/6/1993 | 606350 | 3/28/1996 | 12 | |||||||||||
AUSTRALIA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320275 |
597087 | 3/1/1993 | 597087 | 7/29/1996 | 12 | |||||||||||
AUSTRALIA | GASMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320339 |
434123 | 10/3/1985 | 434123 | 10/3/1992 | 12 | |||||||||||
AUSTRALIA | GT GAS | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320432 |
551976 | 3/13/1991 | 551976 | 11/14/1995 | 12 | |||||||||||
AUSTRALIA | HIRISER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320434 |
323802 | 11/7/1978 | 323802 | 7/31/1981 | 12 | |||||||||||
AUSTRALIA | KINETIC | Kinetic Pty Ltd | REGISTERED |
77115- 322569 |
1203846 | 10/9/2007 | 1203846 | 10/9/2007 | 12, 42 | |||||||||||
AUSTRALIA | KINETIC | Kinetic Pty Ltd | REGISTERED |
77115- 322706 |
616459 | 11/17/1993 | 616459 | 11/17/1993 | 12 | |||||||||||
AUSTRALIA | KINETIC (Stylized) | Kinetic Pty Ltd | REGISTERED |
77115- 322570 |
1203847 | 10/9/2007 | 1203847 | 10/9/2007 | 12, 42 | |||||||||||
AUSTRALIA | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED |
77115- 320446 |
616459 | 11/17/1993 | 616459 | 11/17/1993 | 12 | |||||||||||
AUSTRALIA | MAX LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320606 |
555157 | 5/1/1991 | 555157 | 11/29/1993 | 12 | |||||||||||
AUSTRALIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320633 |
359435 | 4/23/1981 | B359435 | 3/21/1985 | 12 |
Page 6 of 150
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AUSTRALIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320869 |
359975 | 5/7/1981 | 359975 | 11/22/1984 | 12 | |||||||||||
AUSTRALIA | MONROE FORMULA GTI & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321116 |
503357 | 1/20/1989 | A503357 | 6/27/1991 | 12 | |||||||||||
AUSTRALIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321175 |
854799 | 10/25/2000 | 854799 | 12/3/2001 | 12 | |||||||||||
AUSTRALIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321237 |
359974 | 5/7/1981 | 359974 | 11/22/1984 | 12 | |||||||||||
AUSTRALIA | MUFFLER BAR | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321307 |
532056 | 4/4/1990 | 532056 | 9/7/1992 | 12 | |||||||||||
AUSTRALIA | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 421828-AU |
1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
AUSTRALIA | PREMIUM GT GAS | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321716 |
551975 | 3/13/1991 | 551975 | 2/15/1996 | 12 | |||||||||||
AUSTRALIA | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321766 |
1110812 | 4/27/2006 | 1110812 | 8/21/2006 | 12 | |||||||||||
AUSTRALIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321947 |
744167 | 9/18/1997 | 744167 | 11/11/1998 | 12 | |||||||||||
AUSTRALIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322292 |
1150709 | 12/5/2006 | 1150709 | 4/30/2007 | 12 | |||||||||||
AUSTRALIA | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321971 |
524586 | 12/4/1989 | 524586 | 6/29/1992 | 12 | |||||||||||
AUSTRALIA | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322134 |
320860 | 8/9/1978 | 320860 | 4/30/1982 | 12 |
Page 7 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
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AUSTRALIA | SAFETY TRIANGLE & Design (BRAKES TYRES SHOCK ABSORBERS) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322320 |
995935 | 3/31/2004 | 995935 | 11/15/2004 | 12 | |||||||||||
AUSTRALIA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322322 | 1338928 | 12/24/2009 | 1338928 | 7/30/2010 | 12 | |||||||||||
AUSTRALIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321988 | 653643 | 2/22/1995 | 653643 | 5/30/1996 | 12 | |||||||||||
AUSTRALIA | STRUT-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321553 | 551974 | 3/13/1991 | 551974 | 3/13/1991 | 12 | |||||||||||
AUSTRALIA | TDT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321361 | 1012452 | 7/23/2004 | 1012452 | 3/14/2005 | 12 | |||||||||||
AUSTRALIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321383 | 381903 | 9/30/1982 | 381903 | 11/22/1984 | 07 | |||||||||||
AUSTRALIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321384 | 381905 | 9/30/1982 | 381905 | 11/22/1984 | 12 | |||||||||||
AUSTRALIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321386 | 673129 | 9/22/1995 | 673129 | 4/9/1997 | 12 | |||||||||||
AUSTRALIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321891 | 673119 | 9/22/1995 | 673119 | 4/9/1997 | 04, 12 | |||||||||||
AUSTRALIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321767 | 640025 | 9/9/1994 | 640025 | 5/17/1996 | 07 |
Page 8 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
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September 13, 2018
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AUSTRALIA | WYLIE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321841 | A361276 | 6/10/1981 | 361276 | 9/25/1987 | 007 | |||||||||||
AUSTRIA | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320069 | AM224590 | 5/2/1990 | 132731 | 9/26/1990 | 12, 37 | |||||||||||
AUSTRIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320095 | AM224690 | 5/2/1990 | 132732 | 9/26/1990 | 12, 37 | |||||||||||
AUSTRIA | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320453 | 2156/81 | 9/9/1981 | 98480 | 12/16/1981 | 12 | |||||||||||
AUSTRIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320634 | AM76572 | 8/12/1982 | 72433 | 9/30/1992 | 12, 37 | |||||||||||
AUSTRIA | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320957 | AM41702000 | 6/5/2000 | 193802 | 2/1/2001 | 12 | |||||||||||
AUSTRIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321176 | AM83042000 | 11/15/2000 | 194783 | 3/14/2001 | 12 | |||||||||||
AUSTRIA | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322137 | AM120172 | 5/23/1972 | 73214 | 12/31/1992 | 12 | |||||||||||
AUSTRIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321387 | AM32982 | 2/8/1982 | 99472 | 4/21/1982 | 07, 12, 29, 31 | |||||||||||
AUSTRIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322416 | AM84492 | 2/20/1992 | 149750 | 10/27/1993 | 012 | |||||||||||
AUSTRIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322344 | AM231378 | 9/12/1978 | 89983 | 12/27/1978 | 012 | |||||||||||
AUSTRIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321770 | 117680 | 4/22/1980 | 94754 | 8/1/1980 | 08, 12 | |||||||||||
AZERBAIJAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320635 | 20000550 | 10/24/2000 | 20010335 | 8/27/2001 | 07, 12 |
Page 9 of 150
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and related entities
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September 13, 2018
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AZERBAIJAN | RANCHO |
Tenneco Automotive Operating Company Inc. |
REGISTERED |
77115- 321949 |
20000552 | 10/24/2000 | N20010336 | 8/28/2001 | 07, 12 | |||||||||||
AZERBAIJAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321389 | 1125IIPT | 4/23/1982 | N20001103 | 10/24/2000 | 12, 7 | |||||||||||
AZERBAIJAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321390 | 951928 | 9/22/1995 | N991211 | 11/8/1999 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
AZERBAIJAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321899 | 9519273 | 9/22/1995 | N991210 | 11/8/1999 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
AZERBAIJAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322345 | 20000551 | 10/24/2000 | N20010337 | 8/28/2001 | 007, 012 | |||||||||||
BAHAMAS | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320154 | 19145 | 12/18/1996 | 19145 | 10/16/1997 | 06 | |||||||||||
BAHAMAS | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320155 | 19146 | 12/18/1996 | 19146 | 8/22/1997 | 13 | |||||||||||
BAHAMAS | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321238 | 4715 | 3/23/1966 | 4715 | 4/26/1966 | 06 | |||||||||||
BAHAMAS | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322323 | 30965 | 9/28/2007 | 30965 | 6/27/2013 | 39 |
Page 10 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
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September 13, 2018
Page 11 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
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September 13, 2018
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Status |
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BARBADOS | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320872 |
816660 | 5/8/1998 | 816660 | 5/8/1998 | 12 | |||||||||||
BARBADOS | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322325 |
022964 | 4/20/2007 | 8122964 | 9/22/2009 | 12 | |||||||||||
BARBADOS | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322326 |
022965 | 4/20/2007 | 8122965 | 9/22/2009 | 41 | |||||||||||
BARBADOS | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 321906 |
P2862 | 9/22/1995 | 12 | |||||||||||||
BELARUS | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320345 |
76151417SU | 12/3/1993 | 3490 | 3/1/1995 | 12 | |||||||||||
BELARUS | MICHEL ALU | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320624 |
20000043 | 1/19/2000 | 15161 | 4/5/2002 | 12 | |||||||||||
BELARUS | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320637 |
20001789 | 10/27/2000 | 16512 | 1/30/2003 | 06, 07, 12 | |||||||||||
BELARUS | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321177 |
20001866 | 11/14/2000 | 16515 | 1/30/2003 | 12 | |||||||||||
BELARUS | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 421828-BY |
1385233 | 11/21/2017 | 012 | |||||||||||||
BELARUS | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321954 |
20001790 | 10/27/2000 | 16513 | 1/30/2003 | 06, 07, 12 |
Page 12 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
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September 13, 2018
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BELARUS | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322294 |
20064040 | 12/5/2006 | 31486 | 1/14/2010 | 12 | |||||||||||
BELARUS | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321997 |
950700 | 5/10/1995 | 7024 | 9/22/1997 | 12 | |||||||||||
BELARUS | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321410 |
93950 | 11/18/1993 | 1757 | 11/18/1993 | 07, 12 | |||||||||||
BELARUS | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321908 |
951303 | 9/22/1995 | 7981 | 2/9/1998 | 04, 06, 12, 16, 21, 35, 37, 41, 42 | |||||||||||
BELARUS | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322421 |
2728 | 6/7/1994 | 6553 | 7/3/1997 | 12 | |||||||||||
BELARUS | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322346 |
20001791 | 10/27/2000 | 16417 | 1/20/2003 | 006, 007 | |||||||||||
BELIZE | MONROE | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422230 |
n/a | 1/30/2018 | 12 | |||||||||||||
BELIZE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 370587 |
1175115 | 4/15/2015 | 1175115 | 10/26/2015 | 07 | |||||||||||
BENELUX | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320070 |
0069786 | 5/2/1990 | 0482758 | 4/2/1991 | 12 | |||||||||||
BENELUX | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320096 |
0069787 | 5/2/1990 | 0474616 | 10/1/1990 | 12 | |||||||||||
BENELUX | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320156 |
877365 | 8/23/1996 | 0602029 | 8/1/1997 | 07 | |||||||||||
BENELUX | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320276 |
683951 | 5/21/1986 | 418892 | 5/21/1986 | 12 |
Page 13 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
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September 13, 2018
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Status |
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||||||||||
BENELUX | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED |
77115- 322576-BX |
829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
BENELUX | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320454 |
0019932 | 11/30/1971 | 0077819 | 12/1/1973 | 12 | |||||||||||
BENELUX | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320727 |
0019454 | 10/9/1959 | 0076071 | 11/26/1971 | 12 | |||||||||||
BENELUX | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320873 |
077525 | 6/14/1994 | 0556902 | 5/2/1995 | 12 | |||||||||||
BENELUX | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320958 |
0966311 | 6/6/2000 | 0693092 | 12/3/2001 | 12 | |||||||||||
BENELUX | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321178 |
0976541 | 10/27/2000 | 0687562 | 10/1/2001 | 12 | |||||||||||
BENELUX | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321242 |
0019931 | 11/30/1971 | 0077818 | 11/30/1971 | 12 | |||||||||||
BENELUX | RANCHO | Rancho Industries Europe B.V. | REGISTERED |
77115- 321957 |
0729743 | 6/2/1989 | 0462055 | 6/2/1989 | 12 | |||||||||||
BENELUX | RANCHO SUSPENSION | Rancho Industries Europe B.V. | REGISTERED |
77115- 321973 |
0729742 | 6/2/1989 | 0463952 | 6/2/1989 | 12 | |||||||||||
BENELUX | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322138 |
0645021 | 9/8/1981 | 0377280 | 7/1/1982 | 12 | |||||||||||
BENELUX | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321413 |
648145 | 2/10/1982 | 0378502 | 2/10/1982 | 07, 12 | |||||||||||
BENELUX | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321417 |
0855825 | 9/22/1995 | 0582665 | 9/22/1995 | 12 | |||||||||||
BENELUX | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321911 |
0855826 | 9/22/1995 | 0582666 | 9/22/1995 | 12 | |||||||||||
BENELUX | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322422 |
0776276 | 2/20/1992 | 0511830 | 10/1/1992 | 012 | |||||||||||
BENELUX | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322348 |
587494 | 12/31/1971 | 106506 | 12/31/1971 | 007 |
Page 14 of 150
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and related entities
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Reg Date |
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||||||||||
BENELUX | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321773 |
0635842 | 4/1/1980 | 0365137 | 4/1/1980 | 07, 08, 12 | |||||||||||
BERMUDA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322327 |
46795 | 4/26/2007 | 46795 | 8/26/2008 | 41 | |||||||||||
BERMUDA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322328 |
46794 | 4/26/2007 | 46794 | 8/6/2008 | 12 | |||||||||||
BERMUDA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321420 |
10003 | 11/22/1982 | 10003 | 6/1/1984 | 12 | |||||||||||
BERMUDA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321429 |
10001 | 11/22/1982 | 10001 | 6/1/1984 | 07 | |||||||||||
BERMUDA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321431 |
27947 | 6/7/1996 | 27947 | 2/12/1997 | 07 | |||||||||||
BOLIVIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320347 |
014508 | 10/18/1995 | 44940C | 7/21/1986 | 12 | |||||||||||
BOLIVIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320728 |
39472011 | 9/28/1949 | 83022A | 9/28/1949 | 12 | |||||||||||
BOLIVIA | MONRO-MATIC (Refile) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 418571 |
20170913365 | 9/15/2017 | 12 | |||||||||||||
BOLIVIA | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321325 |
SM007008 | 1/4/2008 | 128675C | 7/21/2011 | 09 | |||||||||||
BOLIVIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321960 |
0013735 | 9/22/1997 | 73449C | 7/19/1999 | 12 | |||||||||||
BOLIVIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322295 |
SM53672006 | 12/29/2006 | 116615C | 12/9/2008 | 12 | |||||||||||
BOLIVIA | SENSA-TRAC | Tenneco Automotive Inc. | REGISTERED |
77115- 322010 |
SR176306 | 2/23/1995 | 62951C | 2/20/1997 | 12 | |||||||||||
BOLIVIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321432 |
41620 | 4/21/1982 | A87153 | 11/5/1982 | 07 | |||||||||||
BOLIVIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321435 |
41622 | 4/21/1982 | A87154 | 11/5/1982 | 12 |
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Active Trademarks
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BOLIVIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321986 |
235507 | 9/22/1995 | 65547C | 3/17/1998 | 12 | |||||||||||
BOLIVIA | WALKER | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 370591 |
SM017812015 | 4/15/2015 | 07 | |||||||||||||
BOSNIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422252-BA |
1386972 | 12/6/2017 | 12 | |||||||||||||
BOSNIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 421828-BA |
1385233 | 11/21/2017 | 012 | |||||||||||||
BOSNIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321439 |
BAZ026015A | 6/18/2002 | BAZ026015 | 8/7/2007 | 07, 12 | |||||||||||
BOSNIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322351 |
BAZ972517A | 11/26/1997 | BAZ972517 | 3/28/2003 | 007 | |||||||||||
BOSNIA | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422357 |
BAZ1720665A | 12/28/2017 | 07 | |||||||||||||
BOTSWANA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422252-BW |
1386972 | 12/6/2017 | 12 | |||||||||||||
BOTSWANA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 421828-BW |
1385233 | 11/21/2017 | 012 | |||||||||||||
BOTSWANA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321440 |
SA11647 | 9/29/1982 | SA11647 | 7/22/1991 | 07 | |||||||||||
BOTSWANA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321441 |
SA11648 | 9/29/1982 | SA11648 | 7/22/1991 | 12 | |||||||||||
BRAZIL | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320117 |
816109915 | 4/2/1991 | 816109915 | 6/23/1992 | 7 |
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BRAZIL | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320158 |
819872431 | 4/2/1997 | 819872431 | 7/27/1999 | 07 | |||||||||||
BRAZIL | GAS-PREMIUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320425 |
816968411 | 11/27/1992 | 816968411 | 12/19/1995 | 12 | |||||||||||
BRAZIL | LIMITED EDITION | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320449 |
818012854 | 8/29/1994 | 818012854 | 6/22/1999 | 37 | |||||||||||
BRAZIL | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320455 |
868440 | 7/11/1968 | 007104502 | 7/25/1979 | 12 | |||||||||||
BRAZIL | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320729 |
003049965 | 1/2/1953 | 003049965 | 2/3/1965 | 07 | |||||||||||
BRAZIL | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320875 |
810709880 | 12/8/1981 | 810709880 | 8/30/1983 | 07 | |||||||||||
BRAZIL | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED |
77115- 422239 |
914372475 | 12 | ||||||||||||||
BRAZIL | MONROE GAS-MATIC & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321121 |
814899455 | 6/14/1989 | 814899455 | 5/21/1991 | 12 | |||||||||||
BRAZIL | MONROE SAFE CHECK & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321218 |
900865202 | 4/17/2008 | 900865202 | 9/19/2017 | 09 |
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BRAZIL | MONROE SAFE CHECK & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321219 |
900864397 | 4/17/2008 | 900864397 | 1/21/2014 | 12 | |||||||||||
BRAZIL | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321226 |
810651602 | 10/19/1981 | 810651602 | 7/19/1983 | 07 | |||||||||||
BRAZIL | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321244 |
583210 | 3/15/1963 | 004519957 | 1/21/1984 | 07 | |||||||||||
BRAZIL | MONRO-MAX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321301 |
19175M71 | 11/4/1971 | 007027826 | 11/25/1979 | 07 | |||||||||||
BRAZIL | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321326 |
829495290 | 1/16/2008 | 829495290 | 5/2/2012 | 09 | |||||||||||
BRAZIL | OESPECTRUM (Stylized) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 335755 |
840385161 | 1/8/2013 | 012 | |||||||||||||
BRAZIL | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321962 |
819340901 | 7/5/1996 | 819340901 | 4/27/2004 | 12 | |||||||||||
BRAZIL | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322011 |
829677895 | 5/6/2008 | 829677895 | 9/8/2010 | 12 | |||||||||||
BRAZIL | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321406 |
830932763 | 4/6/2011 | 830932763 | 12/19/2017 | 12 | |||||||||||
BRAZIL | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321574 |
830931635 | 4/1/2011 | 830931635 | 7/22/2014 | 07 | |||||||||||
BRAZIL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321442 |
810819783 | 4/16/1982 | 810819783 | 11/1/1983 | 12 | |||||||||||
BRAZIL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321443 |
810819775 | 4/16/1982 | 810819775 | 11/1/1983 | 07 | |||||||||||
BRAZIL | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321992 |
818783516 | 9/22/1995 | 818783516 | 3/23/2004 | 12 | |||||||||||
BRAZIL | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322353 | 964172 | 6/13/1972 | 006675905 | 5/10/1978 | 07 | |||||||||||
BRAZIL | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321885 | 830774696 | 10/25/2010 | 830774696 | 4/1/2014 | 007 | |||||||||||
BRITISH VIRGIN ISLANDS | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321555 | 5413 | 3/2/2011 | 5413 | 6/12/2011 | 09 |
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TENNECO AUTOMOTIVE OPERATING COMPANY INC.
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BRITISH VIRGIN ISLANDS |
SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321976 |
4731 | 7/25/2007 | 4731 | 4/6/2008 | 06 | |||||||||||
BRITISH VIRGIN ISLANDS |
TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321875 |
1631 | 10/9/1995 | 2933 | 8/12/1996 | 21, 39, 50 | |||||||||||
BRUNEI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321445 |
25316 | 9/25/1995 | 20582 | 9/25/1995 | 12 | |||||||||||
BRUNEI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321996 |
25313 | 9/25/1995 | 20767 | 9/25/1995 | 12 | |||||||||||
BULGARIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320071 |
17647 | 11/13/1991 | 21149 | 7/26/1993 | 12 | |||||||||||
BULGARIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320159 |
35955 | 8/28/1996 | 31117 | 7/21/1997 | 07 | |||||||||||
BULGARIA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320277 |
25688 | 11/30/1993 | 24166 | 7/6/1994 | 12 | |||||||||||
BULGARIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320486 |
24475 | 6/18/1993 | 22671 | 2/10/1994 | 12 | |||||||||||
BULGARIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320730 |
17648 | 11/13/1991 | 21150 | 7/26/1993 | 12 |
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TENNECO AUTOMOTIVE OPERATING COMPANY INC.
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BULGARIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320876 |
17646 | 11/13/1991 | 21148 | 7/26/1993 | 12 | |||||||||||
BULGARIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321214 |
51981 | 10/31/2000 | 41378 | 2/1/2002 | 12 | |||||||||||
BULGARIA | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322141 |
25686 | 11/30/1993 | 24356 | 8/11/1994 | 12 | |||||||||||
BULGARIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321447 |
444 | 4/26/1982 | 13692 | 12/1/1982 | 07, 12 | |||||||||||
BULGARIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322424 |
24298 | 5/31/1993 | 22219 | 12/3/1993 | 012 | |||||||||||
BULGARIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322355 |
16457 | 9/12/1991 | 23403 | 10/3/1994 | 006 | |||||||||||
BULGARIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321779 |
16456 | 9/12/1991 | 23402 | 10/3/1994 | 06 | |||||||||||
BURUNDI | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320348 |
814866455 | 11/7/1985 | 2126BUR | 3/4/1985 | 12 | |||||||||||
BURUNDI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321452 |
1096 | 10/25/1982 | 1096 | 10/25/1982 | 01 | |||||||||||
BURUNDI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321453 |
3045BUR | 9/25/1995 | 3045BUR | 9/25/1995 | 06, 21, 35, 37, 39, 41, 42 | |||||||||||
CAMBODIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422252-KH |
1386972 | 12/6/2017 | 12 | |||||||||||||
CAMBODIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321964 |
2969207 | 12/20/2007 | 2833308 | 4/8/2008 | 12 | |||||||||||
CANADA | 4 MORE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320013 |
1397797 | 6/2/2008 | TMA757369 | 1/20/2010 | * | |||||||||||
CANADA | ABSORBITE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320023 | 543529 | 6/10/1985 | TMA314502 | 5/23/1986 | * |
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CANADA | ALUMINOX (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330196 | 0883545 | 7/8/1998 | TMA536816 | 11/7/2000 | *, * | |||||||||||
CANADA | CALCAT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320045 | 1533757 | 6/29/2011 | TMA841372 | 1/28/2013* | ||||||||||||
CANADA | CARLINE | Tenneco Canada Inc. | REGISTERED | 77115-320049 | 282264 | 5/11/1964 | TMA138379 | 12/4/1964 | *, ** | |||||||||||
CANADA | CARLINE & Design | Tenneco Canada Inc. | REGISTERED | 77115-320050 | 437884 | 4/3/1979 | TMA265231 | 12/18/1981 | *, ** | |||||||||||
CANADA | CARLINE & Design | Tenneco Canada Inc. | REGISTERED | 77115-320052 | 437885 | 4/3/1979 | TMA268294 | 4/16/1982 | *, ** | |||||||||||
CANADA | DESIGN (Bird Head) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320065 | 378404 | 9/3/1974 | TMA207694 | 6/20/1975* | ||||||||||||
CANADA | DNX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-D | 1167316 | 2/7/2003 | TMA641699 | 6/9/2005 | *, * | |||||||||||
CANADA | DNX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-A | 1167457 | 2/10/2003 | TMA665684 | 6/6/2006 | *, * | |||||||||||
CANADA | DRIV | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-369714 | 1718016 | 3/5/2015 | 12, 42 |
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CANADA | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320134 | 1351223 | 6/12/2007 | TMA725279 | 10/3/2008 | * | |||||||||||
CANADA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320160 | 824846 | 10/2/1996 | TMA483943 | 10/10/1997 | * | |||||||||||
CANADA | ECONO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320235 | 1456961 | 10/28/2009 | TMA779662 | 10/13/2010 | * | |||||||||||
CANADA | EXHAUST MATE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320241 | 1498424 | 10/4/2010 | TMA836128 | 11/9/2012 | * | |||||||||||
CANADA | EXHAUST-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320245 | 1503659 | 11/12/2010 | TMA836131 | 11/9/2012 | * | |||||||||||
CANADA | EXPERT PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320250 | 1391678 | 4/16/2008 | TMA800799 | 6/23/2011 | *, ** | |||||||||||
CANADA | EXPERT PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422639 | 1044216 | 1/27/2000 | TMA562430 | 5/23/2002 | 35 | |||||||||||
CANADA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320278 | 1476808 | 4/13/2010 | TMA807114 | 9/21/2011 | * | |||||||||||
CANADA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320350 | 496581 | 12/21/1982 | TMA291639 | 6/8/1984 | * | |||||||||||
CANADA | GRIPPER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320429 | 1110339 | 7/23/2001 | TMA654631 | 12/7/2005 | * | |||||||||||
CANADA | HUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320437 | 342496 | 5/6/1971 | TMA194083 | 9/14/1973 | * | |||||||||||
CANADA | HUSH THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320438 | 1390962 | 4/11/2008 | TMA746311 | 8/26/2009 | * | |||||||||||
CANADA | HUSH THRUSH TURBO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320441 | 563472 | 5/28/1986 | TMA330693 | 7/31/1987 | * | |||||||||||
CANADA | IMX | Tenneco Canada Inc. | REGISTERED | 77115-320445 | 614039 | 8/29/1988 | TMA364207 | 1/12/1990 | * | |||||||||||
CANADA | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322571 | 1205766 | 2/9/2004 | TMA697835 | 10/3/2007 | * | |||||||||||
CANADA | KINETIC | Kinetic Pty Ltd | PENDING | 77115-433263 | 1905258 | 6/20/2018 | 12 | |||||||||||||
CANADA | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320457 | 250091 | 3/25/1959 | TMA115787 | 10/30/1959 | * | |||||||||||
CANADA | MAD HOT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320564 | 1542282 | 9/6/2011 | TMA873532 | 3/18/2014 | * | |||||||||||
CANADA | MAGNUM | Tenneco Automotive Operating Company Inc. | PENDING | 77115-336192 | 1877383 | 1/12/2018 | 12 | |||||||||||||
CANADA | MAKING HOT RODS HOTTER, SINCE 1966 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320568 | 1390961 | 4/11/2008 | TMA746309 | 8/26/2009 | * |
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CANADA | MAX-AIR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320600 | 361487 | 2/15/1973 | TMA208651 | 8/8/1975 | * | |||||||||||
CANADA | MAX-LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320607 | 721180 | 1/25/1993 | TMA426521 | 4/22/1994 | * | |||||||||||
CANADA | MEGA-CLAMP | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320615 | 1093509 | 2/21/2001 | TMA597078 | 12/10/2003 | * | |||||||||||
CANADA | MEGA-FLOW | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320618 | 1137832 | 4/17/2002 | TMA608036 | 4/20/2004 | * | |||||||||||
CANADA | MEGA-FLOW NOISE BRAKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320622 | 1101330 | 4/27/2001 | TMA628573 | 12/17/2004 | * | |||||||||||
CANADA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320731 | 306460 | 7/17/1967 | TMA155588 | 2/16/1968 | * | |||||||||||
CANADA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320732 | 1181765 | 6/17/2003 | TMA656387 | 1/11/2006 | * | |||||||||||
CANADA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320733 | 1432872 | 3/30/2009 | TMA770330 | 6/21/2010 | * | |||||||||||
CANADA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320878 | 395158 | 3/1/1976 | TMA220668 | 5/20/1977 | * | |||||||||||
CANADA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320879 | 1181766 | 6/17/2003 | TMA659014 | 2/15/2006 | * | |||||||||||
CANADA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320880 | 1275054 | 10/7/2005 | TMA725690 | 10/9/2008 | * | |||||||||||
CANADA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320881 | 1432871 | 3/30/2009 | TMA770337 | 6/21/2010 | * |
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CANADA | MONROE BRAKES & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321090 | 1360072 | 8/16/2007 | TMA729931 | 12/2/2008 | * | |||||||||||
CANADA | MONROE CERAMICS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321095 | 1257228 | 5/11/2005 | TMA672112 | 9/7/2006 | 12 | |||||||||||
CANADA | MONROE DYNAMICS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321100 | 1257226 | 5/11/2005 | TMA716959 | 6/19/2008 | * | |||||||||||
CANADA | MONROE GRIPPER & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321123 | 0467467 | 3/25/1981 | TMA267600 | 3/26/1982 | * | |||||||||||
CANADA | MONROE HEAVY DUTY & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321124 | 1172248 | 4/14/2003 | TMA652819 | 11/16/2005 | * | |||||||||||
CANADA | MONROE INVISION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321166 | 1374839 | 12/5/2007 | TMA729664 | 11/27/2008 | * | |||||||||||
CANADA | MONROE PROSOLUTION & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330870 | 1592496 | 8/31/2012 | TMA911912 | 8/20/2015 | 12 | |||||||||||
CANADA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321179 | 1476804 | 4/13/2010 | TMA807115 | 9/21/2011 | * | |||||||||||
CANADA | MONROE SAFETY CENTERS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321220 | 1275055 | 10/7/2005 | TMA724177 | 9/23/2008 | * | |||||||||||
CANADA | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321227 | 407377 | 2/16/1977 | TMA235241 | 8/17/1979 | * | |||||||||||
CANADA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321245 | 306464 | 7/17/1967 | 155589 | 2/16/1968 | * | |||||||||||
CANADA | MONRO-MAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321302 | 347054 | 10/18/1971 | TMA208516 | 8/1/1975 | * |
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CANADA | OUR MISSION IS GO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321632 | 1142923 | 6/5/2002 | TMA683576 | 3/14/2007 | * | |||||||||||
CANADA | PRO PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321725 | 536612 | 2/18/1985 | 315415 | 6/20/1986 | * | |||||||||||
CANADA | QUICK STRUT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321838 | 1188712 | 8/27/2003 | TMA666454 | 6/21/2006 | * | |||||||||||
CANADA | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321772 | 1299350 | 4/26/2006 | TMA738744 | 4/24/2009 | * | |||||||||||
CANADA | QUICK-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-332275 | 1595668 | 9/25/2012 | TMA861216 | 9/25/2013 | * | |||||||||||
CANADA | QUICKLIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336337 | 1611250 | 1/24/2013 | TMA878400 | 5/22/2014 | * | |||||||||||
CANADA | QUIETCRAWLER | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-380675 | 1758194 | 12/7/2015 | 07 | |||||||||||||
CANADA | QUIET-FLOW | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321853 | 1476803 | 4/13/2010 | TMA806502 | 9/12/2011 | * | |||||||||||
CANADA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321864 | 402684 | 9/28/1976 | TMA235385 | 8/24/1979 | * | |||||||||||
CANADA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321966 | 858932 | 10/17/1997 | 508681 | 3/2/1999 | * | |||||||||||
CANADA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322296 | 1330211 | 1/4/2007 | TMA747701 | 9/15/2009 | * | |||||||||||
CANADA | RANCHO RS5000 X-LANDER & Design | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422636 | 1872990 | 12/14/2017 | 12 | |||||||||||||
CANADA | RANCHO SUSPENSION & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322109 | 0616174 | 9/29/1988 | TMA362353 | 11/3/1989 | WAR | |||||||||||
CANADA | RATTLER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380632 | 1755697 | 11/19/2015 | TMA973249 | 6/12/2017 | * | |||||||||||
CANADA | REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322122 | 1489723 | 7/22/2010 | TMA806713 | 9/14/2011 | * | |||||||||||
CANADA | ROCKGEAR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-341746 | 1629121 | 5/31/2013 | TMA909596 | 7/28/2015 | 012 | |||||||||||
CANADA | RS5000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-332271 | 1611148 | 1/24/2013 | TMA878398 | 5/22/2014 | * |
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CANADA | RS7000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336340 | 1611296 | 1/25/2013 | TMA878401 | 5/22/2014 | * | |||||||||||
CANADA | RS9000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336331 | 1611147 | 1/24/2013 | TMA885891 | 9/16/2014 | 1 | |||||||||||
CANADA | SAFE & SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322270 | 1387410 | 3/14/2008 | TMA747753 | 9/16/2009 | * | |||||||||||
CANADA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322329 | 1275048 | 10/7/2005 | TMA725688 | 10/9/2008 | * | |||||||||||
CANADA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322330 | 1189569 | 9/3/2003 | TMA715485 | 5/29/2008 | *, ** | |||||||||||
CANADA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322016 | 776058 | 2/22/1995 | TMA452261 | 12/22/1995 | WAR | |||||||||||
CANADA | SEVERE SOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-331892 | 1594123 | 9/13/2012 | TMA914658 | 9/21/2015 | * | |||||||||||
CANADA | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-353266 | 1663102 | 2/7/2014 | *, ** | |||||||||||||
CANADA | SOUNDFX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-333131 | 1598678 | 10/18/2012 | TMA871530 | 2/18/2014 | * | |||||||||||
CANADA | STARLA | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321484 | 1401648 | 7/2/2008 | TMA780463 | 10/25/2010 | * | |||||||||||
CANADA | STREET LETHAL | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321487 | 1188711 | 8/27/2003 | TMA648587 | 9/20/2005 | * | |||||||||||
CANADA | STRUT-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321556 | 1476809 | 4/13/2010 | TMA807113 | 9/21/2011 | * | |||||||||||
CANADA | SUPER TURBO (Refile) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-389255 | 1768394 | 2/18/2016 | * | |||||||||||||
CANADA | TECH-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-345019 | 1638582 | 8/7/2013 | TMA947053 | 8/23/2016 | 37 | |||||||||||
CANADA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321455 | 296379 | 4/15/1966 | TMA164560 | 8/8/1969 | * | |||||||||||
CANADA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321456 | 475960 | 9/24/1981 | TMA271239 | 7/23/1982 | * | |||||||||||
CANADA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321457 | 475962 | 9/24/1981 | TMA271058 | 7/16/1982 | * | |||||||||||
CANADA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321458 | 793228 | 9/22/1995 | TMA501483 | 9/30/1998 | * | |||||||||||
CANADA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321459 | 1432867 | 3/30/2009 | TMA824738 | 5/24/2012 | * |
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CANADA | TENNECO & Design (Horizon) |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322001 | 793227 | 9/21/1995 | 501705 | 10/2/1998 | * | |||||||||||
CANADA | TENNECO & Design (Horizon) |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322002 | 1432869 | 3/30/2009 | TMA824739 | 5/24/2012 | * | |||||||||||
CANADA | TENNECO T3CHTOUR & Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322363 | 1436439 | 4/29/2009 | TMA790931 | 2/16/2011 | * | |||||||||||
CANADA | TENNECO TECHNOLOGY TOUR |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322368 | 1436436 | 4/29/2009 | TMA790932 | 2/16/2011 | * | |||||||||||
CANADA | THE ROAD SENSING ONE |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322377 | 726227 | 4/7/1993 | TMA424850 | 3/4/1994 | 12 | |||||||||||
CANADA | THE ROAD SENSING ONE & Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322380 | 738013 | 9/30/1993 | TMA439201 | 2/10/1995 | 12 | |||||||||||
CANADA | THIS BIRD IS LOUD AND PROUD |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-380629 | 1755698 | 11/19/2015 | TMA973259 | 6/12/2017 | * | |||||||||||
CANADA | THRUSH |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322385 | 193068 | 11/9/1965 | TMA147024 | 9/9/1966 | * | |||||||||||
CANADA | THRUSH CLASSIC |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322393 | 546712 | 7/30/1985 | TMA340187 | 5/13/1988 | * | |||||||||||
CANADA | TRU FIT |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-322403 | 470271 | 5/21/1981 | TMA267126 | 3/5/1982 | * |
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CANADA | TWIN TECHNOLOGY ACTIVE CONTROL SYSTEM & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336008 | 1609774 | 1/14/2013 | TMA879883 | 6/11/2014 | * | |||||||||||
CANADA | ULTRA FLO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336335 | 1611295 | 1/25/2013 | TMA861141 | 9/25/2013 | * | |||||||||||
CANADA | VINTAGE SOUND...TODAYS POWER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322476 | 1390963 | 4/11/2008 | TMA758058 | 1/27/2010 | * | |||||||||||
CANADA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322357 | 245008 | 3/28/1958 | TMA135847 | 5/22/1964 | * | |||||||||||
CANADA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321782 | 283559 | 7/15/1964 | TMA143874 | 2/11/1966 | * | |||||||||||
CANADA | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-334379 | 1611658 | 1/29/2013 | TMA885884 | 9/16/2014 | 1, 1 | |||||||||||
CANADA | WALKER ADVANTAGE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321746 | 543528 | 6/10/1985 | TMA314451 | 5/23/1986 | * | |||||||||||
CANADA | WALKER HEAVY DUTY & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321778 | 1172249 | 4/14/2003 | TMA652831 | 11/16/2005 | * |
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CANADA | WALKER HEAVY DUTY MONROE & Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-321798 | 1172250 | 4/14/2003 | TMA652832 | 11/16/2005 | * | |||||||||||
CANADA | WALKER INVISION |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-321809 | 1387196 | 3/13/2008 | TMA746307 | 8/26/2009 | * | |||||||||||
CANADA | WALKER ULTRA and Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-321821 | 1525578 | 4/29/2011 | TMA832169 | 9/18/2012 | * | |||||||||||
CANADA | X-LANDER |
Tenneco Automotive Operating Company Inc. |
PENDING | 77115-422634 | 1872989 | 12/14/2017 | 12 | |||||||||||||
CANADA | XNOX (Refile) |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-346921 | 1645387 | 9/26/2013 | TMA966467 | 3/22/2017 | *, ** | |||||||||||
CHILE | DYNOMAX & Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-320161 | 354196 | 9/4/1996 | 800470 | 6/4/1997 | 07 | |||||||||||
CHILE | FRIC-ROT | Fric-Rot S.A.I.C. | REGISTERED | 77115-320269 | 810017 | 10/10/1997 | 839734 | 1/27/1998 | 06, 07, 09, 12, 17 | |||||||||||
CHILE | MONROE |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-320734 | 12658B | 8/6/1963 | 1069077 | 11/28/1963 | 12 | |||||||||||
CHILE | MONROE & Design (New Wing) |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-422241 | 1274209 | 12/5/2017 | 1275922 | 5/31/2018 | 12 | |||||||||||
CHILE | MONROE MAGNUM PLUS & Design |
Tenneco Automotive Operating Company Inc. |
REGISTERED | 77115-321173 | 572069 | 1/17/1992 | 639453 | 6/19/1992 | 12 |
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CHILE | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321246 | 12659 | 8/6/1963 | 696274 | 11/28/1963 | 12 | |||||||||||
CHILE | OESPECTRUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421840 | 1274207 | 12/5/2017 | 1275921 | 5/31/2018 | 12 | |||||||||||
CHILE | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321968 | 336014 | 3/4/1996 | 1246740 | 1/20/1997 | 12 | |||||||||||
CHILE | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322297 | 754912 | 12/12/2006 | 791870 | 7/10/2007 | 12 | |||||||||||
CHILE | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322019 | 300324 | 2/24/1995 | 1224060 | 1/22/1996 | 12 | |||||||||||
CHILE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321460 | 101744 | 2/12/1982 | 691587 | 4/5/1982 | 07, 12 | |||||||||||
CHILE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321461 | 834463 | 9/22/1995 | 841623 | 10/23/1998 | 06, 12 | |||||||||||
CHILE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321462 | 923491 | 6/21/2000 | 578663 | 10/10/2000 | 07, 12 | |||||||||||
CHILE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370571 | 1149047 | 4/1/2015 | 1191610 | 1/6/2016 | 07 | |||||||||||
CHINA | AXIOS | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421215 | 27401828 | 11/10/2017 | 12 | |||||||||||||
CHINA | CLEANEGR | Tenneco Automotive Operating Company Inc. | PENDING | 77115-418587 | 27625101 | 11/22/2017 | 07 | |||||||||||||
CHINA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320162 | 960111598 | 10/3/1996 | 1163088 | 3/28/1998 | 12 | |||||||||||
CHINA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320279 | 4192594 | 7/28/2004 | 4192594 | 1/7/2007 | 12 | |||||||||||
CHINA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320281 | 4192587 | 7/28/2004 | 4192587 | 1/7/2007 | 07 | |||||||||||
CHINA | GAS-MAGNUM (in Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320317 | 4192588 | 7/28/2004 | 4192588 | 11/14/2006 | 07 | |||||||||||
CHINA | GAS-MAGNUM (in Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320318 | 4192595 | 7/28/2004 | 4192595 | 11/14/2006 | 12 |
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CHINA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320352 |
4270752 | 9/15/2004 | 4270752 | 2/28/2007 | 012 | |||||||||||
CHINA | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED |
77115- 322576-CN |
829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
CHINA | MAX-LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320608 |
9800029617 | 4/2/1998 | 1327076 | 10/21/1999 | 12 | |||||||||||
CHINA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320735 |
8844094 | 12/5/1988 | 503684 | 11/10/1989 | 12 | |||||||||||
CHINA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320736 |
90022569 | 6/11/1990 | 555935 | 6/20/1991 | 12 | |||||||||||
CHINA | MONROE | Tenneco Automotive Operating Company Inc. | PUBLISHED |
77115- 421388 |
27483937 | 11/15/2017 | 12 | |||||||||||||
CHINA | MONROE & Design (in New Chinese) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 432457 |
30992188 | 5/18/2018 | 12 | |||||||||||||
CHINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320883 |
90022559 | 6/11/1990 | 555936 | 6/20/1991 | 12 | |||||||||||
CHINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 330008 |
11275279 | 7/30/2012 | 11275279 | 2/21/2015 | 07 | |||||||||||
CHINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 330009 |
11275278 | 7/30/2012 | 11275278 | 1/14/2014 | 12 |
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CHINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330010 | 11275277 | 7/30/2012 | 11275277 | 12/28/2013 | 42 | |||||||||||
CHINA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421389 | 27483936 | 11/15/2017 | 12 | |||||||||||||
CHINA | MONROE & Design (New Wing) (in New Chinese 蒙诺) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320947 | 1119148 | 10/14/1997 | 1119148 | 10/14/1997 | 12 | |||||||||||
CHINA | MONROE (In Chinese Characters 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320949 | 4192578 | 7/28/2004 | 4192578 | 11/14/2006 | 12 | |||||||||||
CHINA | MONROE (In Chinese Characters 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330011 | 11372378 | 8/20/2012 | 11372378 | 4/21/2014 | 07 | |||||||||||
CHINA | MONROE (In Chinese Characters 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330012 | 11372377 | 8/20/2012 | 11372377 | 6/28/2016 | 12 |
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CHINA | MONROE (In Chinese Characters 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330013 | 11353284 | 8/15/2012 | 11353284 | 1/14/2014 | 42 | |||||||||||
CHINA | MONROE (In Mandarin) (Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320952 | 46032 | 11/10/1989 | 503685 | 11/10/1989 | 12 | |||||||||||
CHINA | MONROE (In Meng Nuo 蒙诺 ) (Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320954 | 960110165 | 9/28/1996 | 1119149 | 10/14/1997 | 12 | |||||||||||
CHINA | MONROE (in New Chinese) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-432456 | 30992187 | 5/18/2018 | 12 | |||||||||||||
CHINA | MONROE (Meng Nuo In Complex Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320863 | 9800111395 | 9/29/1998 | 1388329 | 4/21/2000 | 12 | |||||||||||
CHINA | MONROE (Meng Nuo In Simplified Chinese 蒙诺) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320956 | 9800111398 | 9/29/1998 | 1388330 | 4/21/2000 | 12 |
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CHINA | MONROE AXIOS & Design | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421225 | 27401829 | 11/10/2017 | 12 | |||||||||||||
CHINA | MONROE REFLEX & Design (refile) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-350286 | 13791061 | 12/24/2013 | 13791061 | 12/21/2015 | 12 | |||||||||||
CHINA | Monroe Wings Logo | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-342297 | 12788858 | 6/21/2013 | 12788858 | 2/14/2015 | 07 | |||||||||||
CHINA | Monroe Wings Logo | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-342298 | 12788857 | 6/21/2013 | 12788857 | 2/14/2015 | 12 | |||||||||||
CHINA | MONRO-MATIC PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-369766 | 19191231 | 3/2/2016 | 19191231 | 4/7/2017 | 12 | |||||||||||
CHINA | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321329 | 6430275 | 12/11/2007 | 6430275 | 3/28/2010 | 09 | |||||||||||
CHINA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-CN | 1385233 | 11/21/2017 | 012 | |||||||||||||
CHINA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321970 | 2001071011 | 4/29/2001 | 1803142 | 7/7/2002 | 07 | |||||||||||
CHINA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321972 | 2001085454 | 5/24/2001 | 2023216 | 9/14/2004 | 12 |
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CHINA | RANCHO (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322286 | 4192602 | 7/28/2004 | 4192602 | 11/14/2006 | 07 | |||||||||||
CHINA | RANCHO (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322287 | 4192593 | 7/28/2004 | 4192593 | 11/14/2006 | 12 | |||||||||||
CHINA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322298 | 5770533 | 12/7/2006 | 5770533 | 9/14/2009 | 12 | |||||||||||
CHINA | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321974 | 2001071024 | 4/29/2001 | 2023878 | 4/21/2005 | 07 | |||||||||||
CHINA | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321975 | 2001085455 | 5/24/2001 | 2023208 | 9/14/2004 | 12 | |||||||||||
CHINA | REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321136 | 10368218 | 12/29/2011 | 10368218 | 12/14/2015 | 12 | |||||||||||
CHINA | ROADMATIC & Design | Tenneco Automotive Operating Company Inc. | PENDING | 77115-418783 | 26480367 | 9/19/2017 | 12 | |||||||||||||
CHINA | ROADMATIC & Design (refile) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-436604 | N/A | 8/14/2018 | 12 | |||||||||||||
CHINA | ROADMATIC (Chinese characters) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-412117 | 25253714 | 7/11/2017 | 12 |
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CHINA | SAFETY TRIANGLE & Design (without Steering Stopping Stability) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-341093 | 12765856 | 6/18/2013 | 12765856 | 12/14/2014 | 35 | |||||||||||
CHINA | Safety Triangle Design (with no words) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-341092 | 12765857 | 6/18/2013 | 12765857 | 12/14/2014 | 12 | |||||||||||
CHINA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322021 | 950126686 | 10/10/1995 | 982555 | 4/14/1997 | 12 | |||||||||||
CHINA | SENSA-TRAC (In Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322275 | 4192577 | 7/28/2004 | 4192577 | 11/14/2006 | 12 | |||||||||||
CHINA | SENSA-TRAC (In Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322276 | 4192603 | 7/28/2004 | 4192603 | 11/14/2006 | 07 | |||||||||||
CHINA | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353283 | 14132416 | 3/7/2014 | 14132416 | 8/7/2015 | 07 | |||||||||||
CHINA | SMARTSOUND | Tenneco Automotive Operating Company Inc. | PENDING | 77115-418590 | 27625100 | 11/22/2017 | 07 | |||||||||||||
CHINA | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321422 | 9308181 | 4/7/2011 | 9308181 | 11/28/2012 | 07 | |||||||||||
CHINA | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321578 | 8309689 | 5/19/2010 | 8309689 | 2/28/2012 | 07 | |||||||||||
CHINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321463 | 93111845 | 11/17/1993 | 780582 | 10/7/1995 | 12 | |||||||||||
CHINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321464 | 95014797 | 2/15/1995 | 904147 | 11/28/1996 | 17 | |||||||||||
CHINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321465 | 950119469 | 9/21/1995 | 982558 | 4/14/1997 | 12 | |||||||||||
CHINA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321466 | 4192590 | 7/28/2004 | 4192590 | 1/21/2009 | 07 |
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CHINA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322004 | 950119479 | 9/21/1995 | 982556 | 4/14/1997 | 12 | |||||||||||
CHINA | TENNECO & Design (Horizon) (In Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322252 | 950119484 | 9/21/1995 | 982557 | 4/14/1997 | 12 | |||||||||||
CHINA | TENNECO (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322350 | 4192576 | 7/28/2004 | 4192576 | 1/21/2009 | 012 | |||||||||||
CHINA | TENNECO (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322352 | 4192589 | 7/28/2004 | 4192589 | 11/14/2006 | 007 | |||||||||||
CHINA | TENNECO (In Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322354 | 950119474 | 9/21/1995 | 982559 | 4/14/1997 | 12 | |||||||||||
CHINA | TENNECO SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353286 | 14132415 | 3/7/2014 | 14132415 | 8/7/2015 | 07 | |||||||||||
CHINA | THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320383 | 10308495 | 12/15/2011 | 10308495 | 3/28/2013 | 12 | |||||||||||
CHINA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322360 | 4192599 | 7/28/2004 | 4192599 | 12/21/2006 | 007 | |||||||||||
CHINA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-325030 | 10553632 | 3/1/2012 | 10553632 | 4/7/2014 | 07 | |||||||||||
CHINA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-343494 | 12884950 | 7/9/2013 | 12884950 | 10/21/2015 | 12 |
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CHINA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-325031 | 10553631 | 3/1/2012 | 10553631 | 4/7/2014 | 07 | |||||||||||
CHINA | WALKER & Design (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321735 | 960050164 | 4/22/1996 | 1060554 | 7/21/1997 | 12 | |||||||||||
CHINA | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-346947 | 13305808 | 9/29/2013 | 13305808 | 2/14/2015 | 07 | |||||||||||
CHINA | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-346948 | 13305807 | 9/29/2013 | 13305807 | 8/14/2015 | 12 | |||||||||||
CHINA | WALKER (in Chinese characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321741 | 960050165 | 4/22/1996 | 1060555 | 7/21/1997 | 012 | |||||||||||
CHINA | WALKER (In Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-362013 | 15226530 | 8/26/2014 | 15226530 | 4/21/2017 | 07 |
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CHINA | WAN LI LU & Design (MONROE in Chinese 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321827 | 913155 | 1/1/1991 | 578249 | 1/10/1992 | 012 | |||||||||||
CHINA | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321893 | 8666657 | 9/14/2010 | 8666657 | 9/28/2011 | 007 | |||||||||||
COLOMBIA | AXIOS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320032 | 03007023 | 1/31/2003 | 285879 | 7/29/2004 | 12 | |||||||||||
COLOMBIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320118 | 339374 | 4/5/1991 | 145250 | 11/17/1993 | 12 | |||||||||||
COLOMBIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320119 | 339373 | 4/5/1991 | 145249 | 11/17/1993 | 37 | |||||||||||
COLOMBIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320163 | 96046887 | 9/3/1996 | 203117 | 11/19/1997 | 07 | |||||||||||
COLOMBIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320353 | 249260 | 9/27/1985 | 126062 | 12/6/1988 | 12 | |||||||||||
COLOMBIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320738 | 92151686 | 2/17/1960 | 46794 | 8/23/1960 | 12 | |||||||||||
COLOMBIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320886 | 92325158 | 7/11/2000 | 109825 | 7/11/1985 | 12 | |||||||||||
COLOMBIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321247 | 92291348 | 8/13/1993 | 55316 | 10/29/1993 | 12 |
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COLOMBIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-CO | 1385233 | 11/21/2017 | 012 | |||||||||||||
COLOMBIA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321867 | 92319563 | 5/20/1981 | 107892 | 4/11/1985 | 12 | |||||||||||
COLOMBIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321927 | 97058254 | 10/6/1997 | 211348 | 8/11/1998 | 12 | |||||||||||
COLOMBIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322299 | 06127437 | 12/20/2006 | 335175 | 7/5/2007 | 12 | |||||||||||
COLOMBIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322023 | 95007845 | 2/28/1995 | 176456 | 6/30/1995 | 12 | |||||||||||
COLOMBIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321467 | 208837 | 2/10/1982 | 110093 | 10/9/1984 | 07 | |||||||||||
COLOMBIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321468 | 208838 | 2/11/1982 | 106947 | 8/30/1984 | 12 | |||||||||||
COLOMBIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322006 | 95044551 | 9/26/1995 | 188344 | 8/15/1996 | 12 | |||||||||||
COLOMBIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370573 | 2015074218 | 4/1/2015 | 567515 | 7/6/2017 | 07 | |||||||||||
COSTA RICA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320164 | 100363 | 8/22/1996 | 100363 | 3/14/1997 | 07 | |||||||||||
COSTA RICA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320739 | 65952 | 11/28/1985 | 65952 | 11/28/1985 | 12 | |||||||||||
COSTA RICA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321248 | 20020005337 | 8/6/2002 | 171789 | 12/3/2007 | 12 | |||||||||||
COSTA RICA | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321331 | 20080004369 | 5/9/2008 | 181150 | 10/24/2008 | 09 | |||||||||||
COSTA RICA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321932 | 19970008187 | 11/4/1997 | 107800 | 6/10/1998 | 12 | |||||||||||
COSTA RICA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322300 | 20070000495 | 1/18/2007 | 193281 | 7/31/2009 | 12 | |||||||||||
COSTA RICA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322025 | 128999 | 8/18/1995 | 96091 | 8/14/1996 | 12 | |||||||||||
COSTA RICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321474 | 19950006660 | 9/22/1995 | 98077 | 12/2/1996 | 12 | |||||||||||
COSTA RICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321476 | 20060003708 | 5/3/2006 | 189468 | 4/30/2009 | 07 | |||||||||||
COSTA RICA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370575 | 2015003337 | 4/9/2015 | 245930 | 8/20/2015 | 07 |
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CROATIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320487 | 014139 | 9/6/1993 | Z932682 | 1/27/1997 | 12 | |||||||||||
CROATIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322426 | 381-04/93-01/4140 | 9/6/1993 | Z932683 | 2/28/1997 | 12 | |||||||||||
CUBA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320740 | 196599 | 12/11/1959 | 106108 | 4/1/1963 | 12 | |||||||||||
CUBA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321478 | 25086 | 6/25/1986 | 116330 | 6/25/1986 | 07 | |||||||||||
CUBA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321489 | 25186 | 6/25/1986 | 116331 | 6/25/1986 | 12 | |||||||||||
CURACAO | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-407993 | 07243 | 2/3/1997 | 07243 | 3/7/1997 | 12 | |||||||||||
CURACAO | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-410009 | 09465 | 3/8/1966 | 09465 | 4/12/1966 | 12 | |||||||||||
CURACAO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115321641A | 07244 | 3/3/1983 | 07244 | 3/3/1983 | 07, 12 | |||||||||||
CURACAO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-392375 | 07245 | 9/22/1995 | 07245 | 9/4/1996 | 12 | |||||||||||
CURACAO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-392376 | 07242 | 9/22/1995 | 07242 | 9/4/1996 | 12 | |||||||||||
CYPRUS | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321934 | 73898 | 6/11/2007 | 73898 | 11/21/2011 | 12 | |||||||||||
CYPRUS | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322027 | 44091 | 12/4/1995 | 44091 | 4/2/1999 | 12 | |||||||||||
CYPRUS | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321490 | 23043 | 10/5/1982 | 23043 | 10/5/1982 | 12 | |||||||||||
CYPRUS | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321491 | 44942 | 4/2/1996 | 44942 | 3/3/2000 | 07 |
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CYPRUS | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322007 | 43466 | 9/22/1995 | 43466 | 10/22/1998 | 12 | |||||||||||
CYPRUS | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322009 | 43828 | 11/13/1995 | 43828 | 2/26/1999 | 07 | |||||||||||
CZECH REPUBLIC | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320072 | 65670 | 12/31/1991 | 176081 | 5/4/1994 | 12 | |||||||||||
CZECH REPUBLIC | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320165 | 120702 | 3/24/1997 | 210576 | 6/29/1998 | 007 | |||||||||||
CZECH REPUBLIC | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320291 | 9382161 | 8/26/1993 | 188794 | 3/19/1996 | 12 | |||||||||||
CZECH REPUBLIC | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320355 | 65699 | 1/3/1992 | 173469 | 9/2/1993 | 012 | |||||||||||
CZECH REPUBLIC | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320356 | 9382160 | 8/26/1993 | 188793 | 3/19/1996 | 12 | |||||||||||
CZECH REPUBLIC | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320458 | 9382158 | 8/26/1993 | 188791 | 3/19/1996 | 12 | |||||||||||
CZECH REPUBLIC | MICHEL ALU | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320625 | 150825 | 1/13/2000 | 231299 | 2/21/2001 | 12 | |||||||||||
CZECH REPUBLIC | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320741 | 65666 | 12/31/1991 | 176077 | 5/4/1994 | 12 |
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CZECH REPUBLIC | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320887 | 65668 | 12/31/1991 | 176078 | 5/4/1994 | 12 | |||||||||||
CZECH REPUBLIC | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321180 | O160560 | 10/31/2000 | 240180 | 1/25/2002 | 12 | |||||||||||
CZECH REPUBLIC | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321870 | 65669 | 12/31/1991 | 176079 | 5/4/1994 | 12 | |||||||||||
CZECH REPUBLIC | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322143 | 9382159 | 8/26/1993 | 188792 | 3/19/1996 | 12 | |||||||||||
CZECH REPUBLIC | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321492 | 52760 | 7/22/1982 | 166351 | 10/13/1986 | 01, 02, 03, 04, 05, 07, 09, 12, 13, 14, 16, 20, 21, 24, 25, 27, 29, 31 | |||||||||||
CZECH REPUBLIC | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322428 | 81859 | 8/12/1993 | 189342 | 4/29/1996 | 12 | |||||||||||
CZECH REPUBLIC | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322367 | 63582 | 9/6/1991 | 174573 | 1/12/1994 | 006 | |||||||||||
CZECH REPUBLIC | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321793 | 63583 | 9/6/1991 | 174572 | 1/12/1994 | 06 | |||||||||||
DEM REPUBLIC OF CONGO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321472 | NP554RDC2003 | 12/19/2003 | 100302003 | 7/3/2004 | 12 | |||||||||||
DENMARK | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320073 | VA199003504 | 5/1/1990 | VR199101566 | 3/8/1991 | 12 | |||||||||||
DENMARK | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320097 | VA199003505 | 5/1/1990 | VR199101567 | 3/8/1991 | 12 | |||||||||||
DENMARK | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320292 | 318186 | 5/20/1986 | VR198703243 | 10/2/1987 | 12 |
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DENMARK | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320459 | VA027711962 | 8/14/1962 | VR196300775 | 4/6/1993 | 12 | |||||||||||
DENMARK | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320489 | VA198706992 | 10/22/1987 | VR198905394 | 9/15/1989 | 12 | |||||||||||
DENMARK | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422252-DK | 1386972 | 12/6/2017 | 1386972 | 12/6/2017 | 12 | |||||||||||
DENMARK | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320960 | VA200002467 | 6/2/2000 | VR200004041 | 8/29/2000 | 12 | |||||||||||
DENMARK | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321181 | VA 004568 2000 | 11/1/2000 | VR 000174 2001 | 1/9/2001 | 012 | |||||||||||
DENMARK | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-DK | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
DENMARK | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321872 | VA198103771 | 9/9/1981 | VR198201042 | 3/5/1992 | 12 | |||||||||||
DENMARK | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321935 | 066571989 | 9/11/1989 | VR199209471 | 10/16/1992 | 12 | |||||||||||
DENMARK | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322148 | VR197103570 | 9/21/1971 | VR197203155 | 9/29/1992 | 12 | |||||||||||
DENMARK | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321493 | VA198200543 | 2/8/1992 | VR198202985 | 8/20/1982 | 07, 12 | |||||||||||
DENMARK | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322013 | VA069381995 | 9/15/1995 | VR199506531 | 9/29/1995 | 12 | |||||||||||
DENMARK | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322430 | VA199201179 | 2/18/1992 | VR199401801 | 3/18/1994 | 12 | |||||||||||
DENMARK | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322371 | 38491978 | 9/12/1978 | 20531979 | 7/13/1979 | 12 | |||||||||||
DENMARK | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321800 | VA198001643 | 4/14/1980 | VR198004414 | 11/27/1980 | 008, 012 |
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DOMINICAN REPUBLIC | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320167 | 94164 | 9/25/1996 | 94164 | 12/15/1997 | 07 | |||||||||||
DOMINICAN REPUBLIC | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320743 | 11214 | 2/20/1960 | 11214 | 3/8/1960 | 12 | |||||||||||
DOMINICAN REPUBLIC | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321249 | 12632 | 4/4/1963 | 12632 | 4/4/1963 | 25 | |||||||||||
DOMINICAN REPUBLIC | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321938 | 200741096 | 11/13/2007 | 165543 | 1/29/2008 | 12 | |||||||||||
DOMINICAN REPUBLIC | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322015 | 81518 | 9/23/1995 | 81518 | 1/15/1996 | 12 | |||||||||||
ECUADOR | AUTOK (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320028 | 137939 | 10/6/2003 | 9452 | 1/23/2004 | 37 | |||||||||||
ECUADOR | AUTOK (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320029 | 137937 | 10/6/2003 | 9450 | 1/23/2004 | 42 | |||||||||||
ECUADOR | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320120 | 23823 | 1/23/1991 | 297691 | 11/26/1991 | 20 |
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ECUADOR | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320168 | 71233 | 8/23/1996 | 873SENADI | 2/11/1998 | 07 | |||||||||||
ECUADOR | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320359 | 291085 | 11/22/1985 | 404986 | 5/21/1986 | 12 | |||||||||||
ECUADOR | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320744 | 161 | 8/30/1963 | 342 | 6/29/1964 | 12 | |||||||||||
ECUADOR | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422242 | IEPI201780675 | 12/7/2017 | 12 | |||||||||||||
ECUADOR | MONROE CLUB | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321098 | 137938 | 10/6/2003 | 9451 | 1/23/2004 | 35 | |||||||||||
ECUADOR | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321250 | 160 | 8/30/1963 | 341-64 | 6/29/1964 | 07 | |||||||||||
ECUADOR | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421841 | IEPI201777780 | 11/22/2017 | 12 | |||||||||||||
ECUADOR | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321941 | 65738 | 9/22/1997 | 65 | 12/29/1998 | 12 | |||||||||||
ECUADOR | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322301 | 178725 | 12/14/2006 | 7385 | 10/9/2007 | 12 | |||||||||||
ECUADOR | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322033 | 54565 | 2/23/1995 | 142-97 | 2/26/1997 | 12 | |||||||||||
ECUADOR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321495 | 750 | 4/15/1982 | 1381 | 9/2/1982 | 12 | |||||||||||
ECUADOR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321496 | 740 | 4/15/1982 | 1365 | 9/2/1982 | 07 | |||||||||||
ECUADOR | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322018 | 61277 | 9/22/1995 | 1278 | 4/28/1997 | 12 | |||||||||||
ECUADOR | WALKER | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-371051 | IEPI201513799 | 4/10/2015 | 07 | |||||||||||||
EGYPT | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320360 | 65131 | 1/15/1985 | 65131 | 4/14/1988 | 12 | |||||||||||
EGYPT | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-342464 | 293301 | 9/30/2013 | 293301 | 1/17/2016 | 12 |
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EGYPT | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-342465 | 293300 | 9/30/2013 | 293300 | 2/4/2016 | 12 | |||||||||||
EGYPT | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322035 | 152131 | 6/23/2002 | 152131 | 4/18/2007 | 12 | |||||||||||
EGYPT | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321497 | 60908 | 6/14/1982 | 60908 | 6/14/1982 | 07 | |||||||||||
EGYPT | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321498 | 60909 | 6/14/1982 | 60909 | 6/14/1982 | 12 | |||||||||||
EGYPT | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322022 | 97518 | 9/21/1995 | 97518 | 1/16/2002 | 12 | |||||||||||
EL SALVADOR | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320121 | E115091 | 5/27/1991 | 26Book75 | 4/21/1998 | 35 | |||||||||||
EL SALVADOR | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320169 | 363196 | 8/23/1996 | 179Bk60 | 9/12/1997 | 07 | |||||||||||
EL SALVADOR | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320745 | E7658508 | 5/21/2008 | 153Book139 | 1/21/2009 | 12 | |||||||||||
EL SALVADOR | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321251 | None | 5/3/1963 | 11637 | 10/5/1964 | 12 | |||||||||||
EL SALVADOR | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322037 | 117995 | 5/9/1995 | 157 Book 54 | 5/26/1997 | 12 | |||||||||||
EL SALVADOR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321499 | 20060085147 | 4/25/1994 | 22Book79 | 11/8/1996 | 07 | |||||||||||
EL SALVADOR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321500 | 200600085145 | 4/25/1994 | 118L63F237238 | 11/8/1996 | 12 | |||||||||||
EL SALVADOR | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322024 | 1995004191 | 9/22/1995 | 111L74F223224 | 1/14/1997 | 12 |
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EL SALVADOR | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370579 | E1427332015 | 4/14/2015 | 21/271 | 1/6/2016 | 07 | |||||||||||
ESTONIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320170 | 9601949 | 10/1/1996 | 25431 | 3/27/1998 | 07 | |||||||||||
ESTONIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321182 | M200001617 | 10/26/2000 | 35445 | 12/19/2001 | 12 | |||||||||||
ESTONIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322041 | 9501099 | 5/15/1995 | 22156 | 1/29/1997 | 12 | |||||||||||
ESTONIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321501 | 9303201 | 3/31/1993 | 10188 | 4/22/1994 | 07, 12 | |||||||||||
ESTONIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321502 | 9502062 | 9/22/1995 | 22924 | 3/26/1997 | 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
ESTONIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322026 | 9502061 | 9/22/1995 | 22923 | 3/26/1997 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | ACOCAR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370603 | 013884036 | 3/27/2015 | 013884036 | 7/31/2015 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | ALUMINOX (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330195 | 000154476 | 4/1/1996 | 000154476 | 12/3/1998 | 12, 39, 7 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | CLEANEGR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-418586 | 017380965 | 10/24/2017 | 17380965 | 2/22/2018 | 07 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | CLEVEBALL | The Pullman Company | REGISTERED | 77115-320055 | 000357467 | 9/10/1996 | 000357467 | 3/16/1999 | 07, 12, 37 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | DRIV | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-369715 | 013802715 | 3/6/2015 | 013802715 | 7/3/2015 | 12, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-368161 | 013645312 | 1/15/2015 | 013645312 | 5/11/2015 | 07, 25, 42 |
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EUROPEAN UNION (EUTM & RCD) | FONOS MF & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330198 | 000154492 | 4/1/1996 | 000154492 | 3/29/1999 | 12, 37, 39, 7 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-360600 | 13084876 | 7/15/2014 | 013084876 | 11/26/2014 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322575-EU | 980516 | 4/9/2008 | 980516 | 10/29/2009 | 12, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322590-EU | 980515 | 4/9/2008 | 980515 | 10/29/2009 | 12, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320746 | 003306041 | 8/11/2003 | 003306041 | 3/24/2005 | 07, 12, 25 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421250 | 017456237 | 11/9/2017 | 17456237 | 5/22/2018 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320889 | 003309184 | 8/11/2003 | 003309184 | 3/3/2005 | 12, 25, 7 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421249 | 017448549 | 11/9/2017 | 17448549 | 5/22/2018 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-436531 | 017937987 | 8/1/2018 | 12 | |||||||||||||
EUROPEAN UNION (EUTM & RCD) | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321183 | 001925890 | 10/27/2000 | 001925890 | 1/14/2002 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-EU | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 |
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EUROPEAN UNION (EUTM & RCD) | QUICK-STRUT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321840 | 008447088 | 7/23/2009 | 008447088 | 5/27/2011 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321946 | 006409668 | 11/6/2007 | 006409668 | 10/17/2008 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322302 | 005524855 | 12/5/2006 | 005524855 | 1/18/2008 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | ROADMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421791 | 017509746 | 11/21/2017 | 17509746 | 3/15/2018 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | SAFETY TRIANGLE & Design (Steering Stopping Stability) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322331 | 002572444 | 2/11/2002 | 002572444 | 5/2/2003 | 12, 41 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-363220 | 013228771 | 9/4/2014 | 013228771 | 1/22/2015 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353271 | 12581492 | 2/10/2014 | 012581492 | 10/14/2014 | 07, 09, 12, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | SMARTSOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-418589 | 017381021 | 10/24/2017 | 017381021 | 2/22/2018 | 07 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321428 | 009862012 | 4/1/2011 | 009862012 | 9/5/2011 | 7 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321581 | 007475701 | 12/9/2008 | 007475701 | 7/24/2009 | 07 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-345067 | 012053542 | 8/8/2013 | 012053542 | 2/18/2014 | 07, 12, 35, 36, 37, 40, 41, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-345068 | 012053559 | 8/8/2013 | 012053559 | 2/18/2014 | 07, 12, 35, 36, 37, 40, 41, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | THE SIXTH SENSE FOR YOUR DRIVE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-372567 | 014091193 | 5/18/2015 | 014091193 | 9/21/2015 | 12, 35, 37 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-347852 | 12260014 | 10/28/2013 | 012260014 | 3/24/2014 | 12 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-340994 | 011826377 | 5/17/2013 | 011826377 | 12/5/2013 | 06, 07, 12, 42 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-340995 | 011826351 | 5/17/2013 | 011826351 | 12/5/2013 | 06, 07, 12, 42 |
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EUROPEAN UNION (EUTM & RCD) | WALKER ALUMINOX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330197 | 000260638 | 5/24/1996 | 000260638 | 3/29/1999 | 12, 39, 7 | |||||||||||
EUROPEAN UNION (EUTM & RCD) | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321897 | 009376369 | 9/15/2010 | 009376369 | 2/28/2011 | 007 | |||||||||||
FIJI | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320171 | 28135 | 9/4/1996 | 38970 | 11/23/1999 | 06 | |||||||||||
FIJI | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320747 | 24426 | 3/8/1993 | 36221 | 1/5/1995 | 22 | |||||||||||
FIJI | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320890 | 24424 | 3/8/1993 | 24424 | 10/8/1996 | 22 | |||||||||||
FIJI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321504 | 27169 | 10/10/1995 | 38136 | 9/10/1998 | 06 | |||||||||||
FIJI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321505 | 27173 | 10/10/1995 | 38135 | 9/25/1998 | 13 | |||||||||||
FIJI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322030 | 27176 | 10/10/1995 | 38138 | 9/25/1998 | 06 | |||||||||||
FIJI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322032 | 27175 | 10/10/1995 | 38137 | 10/28/1998 | 05 |
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FIJI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322034 | 27177 | 10/10/1995 | 38134 | 9/25/1998 | 13 | |||||||||||
FINLAND | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320074 | 229890 | 5/2/1990 | 117366 | 3/5/1992 | 12 | |||||||||||
FINLAND | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320098 | 229990 | 5/2/1990 | 117367 | 3/5/1992 | 012 | |||||||||||
FINLAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320172 | T199701055 | 3/12/1997 | 214534 | 6/30/1999 | 07 | |||||||||||
FINLAND | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320294 | T198601950 | 5/22/1986 | 103250 | 2/6/1989 | 12 | |||||||||||
FINLAND | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320513 | T198704383 | 10/20/1987 | 108440 | 8/20/1990 | 12 | |||||||||||
FINLAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320748 | 636384 | 9/2/1963 | 43633 | 12/10/1964 | 12 | |||||||||||
FINLAND | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320961 | T2OOOO1657 | 6/7/2000 | 222313 | 11/30/2001 | 12 | |||||||||||
FINLAND | MONROE FORMULA GP | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321112 | 252889 | 5/17/1989 | 114965 | 11/20/1991 | 12 | |||||||||||
FINLAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321184 | 200003642 | 10/31/2000 | 222989 | 2/15/2002 | 12 |
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FINLAND | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321876 | 406681 | 9/10/1981 | 86674 | 8/22/1983 | 12 | |||||||||||
FINLAND | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322152 | 533871 | 10/19/1971 | 63962 | 6/26/1975 | 12 | |||||||||||
FINLAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321506 | T198205310 | 9/24/1982 | 89390 | 7/5/1984 | 07, 12 | |||||||||||
FINLAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321507 | T199505436 | 9/22/1995 | 206490 | 6/30/1997 | 06, 12, 21, 35, 37, 39, 41, 42 | |||||||||||
FINLAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322036 | T199505437 | 9/22/1995 | 206491 | 6/30/1997 | 12 | |||||||||||
FINLAND | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322433 | T199200851 | 2/20/1992 | 127126 | 7/20/1993 | 12 | |||||||||||
FINLAND | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322378 | T19784049 | 9/12/1978 | 78729 | 9/7/1981 | 012 | |||||||||||
FINLAND | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321806 | 186980 | 3/31/1980 | 81638 | 5/5/1982 | 12, 8 | |||||||||||
FRANCE | CONTROL 4 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320058 | 023161372 | 4/24/2002 | 023161372 | 4/24/2002 | 12 | |||||||||||
FRANCE | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320075 | 206702 | 5/2/1990 | 1739960 | 5/2/1990 | 12 | |||||||||||
FRANCE | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320099 | 206703 | 5/2/1990 | 1590126 | 5/2/1990 | 12 |
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FRANCE | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320173 | 96643898 | 10/1/1996 | 96643898 | 10/1/1996 | 07 | |||||||||||
FRANCE | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320295 | 796089 | 5/14/1986 | 1354767 | 5/14/1986 | 12 | |||||||||||
FRANCE | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322573 | 3225582 | 5/16/2003 | 3225582 | 5/16/2003 | 12 | |||||||||||
FRANCE | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320461 | 073521514 | 8/28/2007 | 073521514 | 8/28/2007 | 12 | |||||||||||
FRANCE | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320749 | 201404 | 10/27/1975 | 1328356 | 10/27/1975 | 12 | |||||||||||
FRANCE | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320893 | 94523288 | 6/6/1994 | 94523288 | 6/6/1994 | 12 | |||||||||||
FRANCE | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320962 | 003033149 | 6/7/2000 | 003033149 | 6/7/2000 | 12 | |||||||||||
FRANCE | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321185 | 3062023 | 11/3/2000 | 3062023 | 11/3/2000 | 12 | |||||||||||
FRANCE | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322158 | 1693159 | 9/13/1991 | 1693159 | 9/13/1991 | 12 | |||||||||||
FRANCE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321508 | 95589254 | 9/22/1995 | 95589254 | 9/22/1995 | 06, 12 | |||||||||||
FRANCE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321509 | 023140592 | 1/8/2002 | 023140592 | 1/8/2002 | 07, 12 | |||||||||||
FRANCE | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322038 | 95589255 | 9/22/1995 | 95589255 | 3/1/1996 | 06, 12 |
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FRANCE | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322435 | 92406564 | 2/20/1992 | 92406564 | 2/20/1992 | 12 | |||||||||||
FRANCE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322390 | 918930 | 4/7/1988 | 1459300 | 4/7/1988 | 12 | |||||||||||
FRENCH POLYNESIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-377925 | 94523288 | 6/6/1994 | ||||||||||||||
GEORGIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320750 | AM2000015689 | 10/26/2000 | M14160 | 12/4/2001 | 07, 12 | |||||||||||
GEORGIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321186 | AM015704 | 10/30/2000 | M14163 | 12/4/2001 | 12 | |||||||||||
GEORGIA | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321346 | AM046174 | 12/10/2007 | M19061 | 1/28/2009 | 09 | |||||||||||
GEORGIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-GE | 1385233 | 11/21/2017 | 012 | |||||||||||||
GEORGIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321950 | AM2000015687 | 10/26/2000 | M14161 | 12/4/2001 | 07, 12 | |||||||||||
GEORGIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322303 | AM041143 | 12/6/2006 | M18052 | 11/13/2007 | 12 | |||||||||||
GEORGIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321511 | 00354203 | 7/31/1996 | 2346 | 6/12/1996 | 07, 12 | |||||||||||
GEORGIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322039 | 00930603 | 9/22/1995 | 3128 | 9/16/1996 | 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
GEORGIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322436 | 00698303 | 1/10/1994 | 7457 | 11/11/1997 | 12 | |||||||||||
GEORGIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322404 | 628203 | 7/31/1993 | 8477 | 2/27/1998 | 06 | |||||||||||
GEORGIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322409 | AM2000015688 | 10/26/2000 | M14959 | 1/30/2003 | 07, 12 | |||||||||||
GEORGIA | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321811 | 01099303 | 7/31/1993 | 8476 | 2/7/1998 | 006 | |||||||||||
GERMANY | CONTROL 4 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320059 | 302194274 | 4/22/2002 | 302194274 | 5/6/2002 | 12 |
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GERMANY | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320100 | M6732012WZ | 5/2/1990 | 1181254 | 10/2/1991 | 12 | |||||||||||
GERMANY | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320076 | M6731912WZ | 5/2/1990 | 1178195 | 6/24/1991 | 12 | |||||||||||
GERMANY | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320175 | 396395732 | 9/11/1996 | 39639573 | 2/4/1997 | 07 | |||||||||||
GERMANY | G GILLET (Stylized) | Tenneco GmbH | REGISTERED | 77115-359842 | 395240301 | 6/9/1995 | 39524030 | 10/20/1995 | 07 | |||||||||||
GERMANY | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320296 | M5853612WZ | 5/14/1986 | 1105271 | 4/23/1987 | 12 | |||||||||||
GERMANY | GILLET | Tenneco GmbH | REGISTERED | 77115-354790 | 394049896 | 12/5/1994 | 39404989 | 8/16/1995 | 07 | |||||||||||
GERMANY | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320462 | M19826 | 6/22/1982 | 791276 | 8/2/1992 | 12 | |||||||||||
GERMANY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320751 | M1578510Wz | 12/11/1959 | 744952 | 1/23/1961 | 12 | |||||||||||
GERMANY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320894 | M7808312WZ | 6/7/1994 | 2095625 | 4/26/1995 | 12 | |||||||||||
GERMANY | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320963 | 30041943012 | 6/2/2000 | 30041943 | 10/16/2000 | 12 |
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GERMANY | MONROE EXPERT SIGN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321108 | M35562/12WZ | 3/30/1972 | 910051 | 9/24/1973 | 12 | |||||||||||
GERMANY | MONROE EXPERT SIGN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321109 | M5198812Wz | 9/22/1982 | 1048175 | 9/22/1992 | 12 | |||||||||||
GERMANY | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321187 | 3008082831 | 11/2/2000 | 30080828 | 2/12/2001 | 12 | |||||||||||
GERMANY | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322162 | M5032812 | 9/17/1981 | 1044486 | 2/7/1983 | 12 | |||||||||||
GERMANY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321513 | T215567WZ | 2/3/1982 | 1050536 | 7/5/1983 | 07, 12, 29, 31 | |||||||||||
GERMANY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321514 | 643998 | 4/21/1982 | 643998 | 4/21/1992 | 07, 12 | |||||||||||
GERMANY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321515 | 395388422 | 9/22/1995 | 39538842 | 3/26/1997 | 12 | |||||||||||
GERMANY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322040 | 395388384 | 9/22/1995 | 39538838 | 3/18/1998 | 12 | |||||||||||
GERMANY | THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322386 | 30254231012 | 11/8/2002 | 30254231 | 3/14/2003 | 012 | |||||||||||
GERMANY | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322438 | M176412WZ | 2/17/1992 | 2033728 | 3/31/1993 | 012 | |||||||||||
GERMANY | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322417 | T138277Wz | 6/3/1970 | 891189 | 3/7/1972 | 006, 007, 011, 012 |
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GERMANY | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321816 | T202478Wz | 4/2/1980 | 1013096 | 4/2/1980 | 08, 12 | |||||||||||
GHANA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-GH | 1386972 | 12/6/2017 | 12 | |||||||||||||
GHANA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321252 | None | 4/3/1963 | 12246 | 6/3/1963 | 13 | |||||||||||
GHANA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321517 | 29403 | 12/9/1998 | 29403 | 8/22/2003 | 12 | |||||||||||
GHANA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322042 | 26787 | 9/22/1995 | 26787 | 10/1/2002 | 12 | |||||||||||
GREECE | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320077 | 100842 | 10/1/1990 | 100842 | 6/17/1994 | 12 | |||||||||||
GREECE | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320101 | 100843 | 10/1/1990 | 100843 | 6/17/1994 | 12 | |||||||||||
GREECE | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320176 | 130498 | 8/29/1996 | 130498 | 12/17/1998 | 07 | |||||||||||
GREECE | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320298 | 82947 | 6/13/1986 | 82947 | 6/12/1996 | 12 |
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GREECE | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320463 | 70848 | 1/19/1982 | 70848 | 1/19/1992 | 12 | |||||||||||
GREECE | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320964 | 145270 | 9/13/2000 | 145270 | 7/17/2003 | 12 | |||||||||||
GREECE | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321188 | 145677 | 11/22/2000 | 145677 | 6/18/2002 | 12 | |||||||||||
GREECE | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321890 | 70849 | 1/19/1982 | 70849 | 1/19/1992 | 12 | |||||||||||
GREECE | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321953 | 94385 | 6/28/1989 | 94385 | 7/17/1992 | 12 | |||||||||||
GREECE | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322167 | 48380 | 5/8/1972 | 48380 | 7/17/1973 | 12 | |||||||||||
GREECE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321518 | 71663 | 4/21/1982 | 71663 | 4/21/1982 | 07, 12 | |||||||||||
GREECE | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322440 | 108028 | 3/4/1992 | 108028 | 12/19/1994 | 012 | |||||||||||
GREECE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322420 | 62335 | 11/23/1978 | 62335 | 11/23/1978 | 12 | |||||||||||
GUATEMALA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320122 | 2856 | 6/6/1991 | 70516 | 3/27/1994 | 12 | |||||||||||
GUATEMALA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320177 | R0000202009 | 7/22/1997 | 093311 | 1/7/1999 | 07 | |||||||||||
GUATEMALA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320754 | 57440 | 4/19/1979 | 20620 | 5/4/1989 | 12 | |||||||||||
GUATEMALA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321253 | 200903387 | 11/25/1988 | 60008 | 1/31/1990 | 12 | |||||||||||
GUATEMALA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321519 | 71255 | 9/1/1981 | 45177 | 10/10/1983 | 12 | |||||||||||
GUATEMALA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321520 | 71254 | 9/1/1981 | 45175 | 10/10/1983 | 07 | |||||||||||
GUATEMALA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322046 | 20063476 | 9/21/1995 | 82415 | 12/23/1996 | 06 |
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GUATEMALA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322048 | 200903402 | 9/29/1995 | 100602 | 2/1/2000 | 12 | |||||||||||
GUATEMALA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370580 | 2015004361 | 5/12/2015 | 215457 | 6/22/2016 | 07 | |||||||||||
GUYANA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320365 | 12345A | 9/23/1985 | 12345A | 4/8/1987 | 12 | |||||||||||
GUYANA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321254 | 941966 | 3/10/1966 | 6256A | 5/25/1966 | 12 | |||||||||||
GUYANA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321521 | A11825 | 11/12/1982 | 11825A | 11/12/1982 | 07 | |||||||||||
GUYANA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321522 | A11826 | 11/12/1982 | 11826A | 11/12/1982 | 12 | |||||||||||
GUYANA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322050 | 15138A | 9/22/1995 | 15138A | 4/18/2000 | 12 | |||||||||||
HAITI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322055 | 398E | 3/31/2009 | 92Reg173 | 8/26/2009 | 12 | |||||||||||
HONDURAS | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320178 | 1096296 | 10/16/1996 | 68734 | 5/12/1997 | 07 | |||||||||||
HONDURAS | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321525 | Unknown | 6/25/1980 | 40892 | 10/11/1982 | 12 |
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HONDURAS | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322059 | 877195 | 9/22/1995 | 64610 | 3/15/1996 | 12 | |||||||||||
HONDURAS | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370578 | 135592015 | 4/7/2015 | 135138 | 12/10/2015 | 07 | |||||||||||
HONG KONG | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320179 | 1166696 | 9/18/1996 | 199901817 | 9/18/1996 | 07 | |||||||||||
HONG KONG | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320755 | 9302489 | 3/17/1993 | 127431998 | 12/7/1998 | 12 | |||||||||||
HONG KONG | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320896 | 9302490 | 3/17/1993 | 127441998 | 12/7/1998 | 12 | |||||||||||
HONG KONG | MONROE (In Complex Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320950 | 9812687 | 9/24/1996 | 199909114 | 7/16/1999 | 12 | |||||||||||
HONG KONG | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322304 | 300773064 | 12/5/2006 | 300773064 | 12/5/2006 | 12 | |||||||||||
HONG KONG | SENSA-TRAC (In Chinese Characters) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322277 | 9812688 | 9/24/1998 | 2000B01114 | 1/18/2000 | 12 | |||||||||||
HONG KONG | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321528 | 681983 | 1/7/1983 | 19831684 | 7/26/1983 | 07 | |||||||||||
HONG KONG | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321529 | 68A1983 | 1/7/1983 | 19831685 | 7/26/1983 | 12 |
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HONG KONG | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322063 | 9511907 | 9/22/1995 | 018041999 | 2/11/1999 | 12 | |||||||||||
HUNGARY | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320102 | M9200577 | 1/30/1992 | 139312 | 1/30/1992 | 12 | |||||||||||
HUNGARY | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320078 | M9104523 | 10/18/1991 | 134290 | 10/18/1991 | 12 | |||||||||||
HUNGARY | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320180 | M9602808 | 8/27/1996 | 153622 | 9/9/1998 | 07 | |||||||||||
HUNGARY | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320299 | M9303982 | 8/27/1993 | 141199 | 8/27/1993 | 12 | |||||||||||
HUNGARY | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320464 | M9303979 | 8/27/1993 | 142336 | 2/12/1997 | 12 | |||||||||||
HUNGARY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320756 | M9104527 | 10/18/1991 | 134306 | 10/18/1991 | 12 | |||||||||||
HUNGARY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320897 | M9104525 | 10/18/1991 | 134291 | 10/18/1991 | 12 | |||||||||||
HUNGARY | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321189 | M0005956 | 11/13/2000 | 175685 | 6/10/2003 | 012 | |||||||||||
HUNGARY | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321894 | M9104529 | 10/18/1991 | 134293 | 10/18/1991 | 12 |
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HUNGARY | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322171 | M9303980 | 8/27/1993 | 142323 | 2/12/1997 | 12 | |||||||||||
HUNGARY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321530 | M8200647 | 4/8/1992 | 123938 | 4/8/1982 | 01, 02, 04, 05, 07, 12, 16 | |||||||||||
HUNGARY | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322441 | M9302778 | 6/10/1993 | 141507 | 12/5/1996 | 12 | |||||||||||
HUNGARY | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322423 | 400691 | 9/11/1991 | 134033 | 4/20/1993 | 06 | |||||||||||
HUNGARY | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321819 | 400591 | 9/11/1991 | 134034 | 4/20/1993 | 006 | |||||||||||
ICELAND | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320366 | 4241984 | 8/24/1984 | 1331985 | 3/25/1985 | 12 | |||||||||||
ICELAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422252-IS | 1386972 | 12/6/2017 | 1386972 | 12/6/2017 | 12 | |||||||||||
ICELAND | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321064 | 19902000 | 6/2/2000 | 12052000 | 10/2/2000 | 12 | |||||||||||
ICELAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321191 | 40162000 | 11/10/2000 | 1672001 | 2/1/2001 | 12 | |||||||||||
ICELAND | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-IS | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
ICELAND | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321958 | 4371989 | 6/8/1989 | 8101989 | 10/4/1989 | 12 | |||||||||||
ICELAND | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321982 | 4381989 | 6/8/1989 | 8111989 | 10/4/1989 | 12 | |||||||||||
ICELAND | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322056 | 3201995 | 2/23/1995 | 8191995 | 7/27/1995 | 12 | |||||||||||
ICELAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321532 | 4351981 | 12/16/1981 | 1501982 | 6/28/1982 | 07, 12 | |||||||||||
ICELAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321533 | 11711995 | 9/22/1995 | 1881996 | 2/22/1996 | 12 | |||||||||||
ICELAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322066 | 11721995 | 9/22/1995 | 1891996 | 2/22/1996 | 12 | |||||||||||
INDIA | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320136 | 1616603 | 10/31/2007 | 1616603 | 3/30/2010 | 7 |
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INDIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | PENDING | 77115-320181 | 733236 | 9/11/1996 | 07 | |||||||||||||
INDIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320367 | 463392 | 11/20/1986 | 463392 | 6/13/1995 | 12 | |||||||||||
INDIA | MAX-LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320610 | 793195 | 2/27/1998 | 793195 | 5/14/2005 | 12 | |||||||||||
INDIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320758 | 429074 | 10/29/1984 | 429074 | 10/29/1984 | 12 | |||||||||||
INDIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421248 | 3690000 | 11/29/2017 | 12 | |||||||||||||
INDIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320898 | 368071 | 10/30/1980 | 368071 | 10/30/1987 | 12 | |||||||||||
INDIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421247 | 3690001 | 11/29/2017 | 12 | |||||||||||||
INDIA | MONROE GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321117 | 463391 | 11/20/1986 | 463391 | 11/20/1986 | 12 | |||||||||||
INDIA | MONROE SUPER STRUT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321222 | 463388 | 11/20/1986 | 463388 | 11/20/1986 | 12 | |||||||||||
INDIA | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321228 | 463390 | 11/20/1986 | 463390 | 11/20/1986 | 12 | |||||||||||
INDIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | PENDING | 77115-434093-IN | 1418260 | 6/7/2018 | 12 | |||||||||||||
INDIA | MOTORMATIC | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422580 | 3701313 | 12/13/2017 | 12 | |||||||||||||
INDIA | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-IN | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
INDIA | QUIET-FLOW | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321857 | 787795 | 1/15/1998 | 787795 | 1/15/1998 | 12 | |||||||||||
INDIA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321896 | 463389 | 11/20/1986 | 463389 | 3/12/1991 | 12 |
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INDIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322053 | 1619014 | 11/6/2007 | 1619014 | 3/31/2009 | 12 | |||||||||||
INDIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322058 | 681724 | 9/27/1995 | 681724 | 9/27/1995 | 12 | |||||||||||
INDIA | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353268 | 2675480 | 2/10/2014 | 2675480 | 8/11/2016 | 07, 42 | |||||||||||
INDIA | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321433 | 2126790 | 4/7/2011 | 1129606 | 11/8/2013 | 07 | |||||||||||
INDIA | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321583 | 2122691 | 3/29/2011 | 2122691 | 9/11/2016 | 12 | |||||||||||
INDIA | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321585 | 2131337 | 4/18/2011 | 2131337 | 4/14/2018 | 7 | |||||||||||
INDIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321534 | 1417549 | 1/30/2006 | 1417549 | 3/26/2010 | 07 | |||||||||||
INDIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321535 | 1417550 | 1/30/2006 | 1417550 | 1/30/2006 | 12 | |||||||||||
INDIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322068 | 681162 | 9/22/1995 | 681162 | 1/3/2006 | 12 | |||||||||||
INDIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322425 | 791735 | 2/17/1998 | 791735 | 9/25/2006 | 12 | |||||||||||
INDIA | WALKER & Design (New) (black background) | Tenneco Automotive Inc. | REGISTERED | 77115-321738 | 791736 | 2/17/1998 | 791736 | 2/17/1998 | 012 | |||||||||||
INDIA | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321905 | 2062167 | 12/1/2010 | 2062167 | 1/3/2014 | 007 | |||||||||||
INDONESIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320759 | 325429 | 6/23/1992 | IDM000362904 | 1/6/1995 | 12 | |||||||||||
INDONESIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422243 | D002017064886 | 12/7/2017 | 12 | |||||||||||||
INDONESIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321256 | None | 6/25/1986 | IDM000078102 | 6/25/1986 | 12 |
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INDONESIA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421834 | D002017062885 | 11/28/2017 | 12 | |||||||||||||
INDONESIA | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321775 | D002006013573 | 5/1/2006 | IDM000152143 | 1/7/2008 | 12 | |||||||||||
INDONESIA | RANCHO (Re-file) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-402665 | D002016044678 | 9/21/2016 | 12 | |||||||||||||
INDONESIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322306 | D002007001664 | 1/18/2007 | IDM000179965 | 10/13/2008 | 12 | |||||||||||
INDONESIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321536 | 168472 | 5/17/1982 | IDM000394367 | 12/7/1982 | 12 | |||||||||||
INDONESIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321537 | 03324 | 12/7/1982 | IDM000403025 | 12/7/1982 | 07 | |||||||||||
INDONESIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322070 | R002005002900 | 9/22/1995 | IDM00148580 | 5/30/1996 | 12 | |||||||||||
IRAN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-371279 | 84030531 | 5/29/2005 | 169245 | 11/18/2009 | 12, 39 | |||||||||||
IRAN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-373305 | 84051957 | 8/16/2005 | 131675 | 5/15/2006 | 12 | |||||||||||
IRAN | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321257 | 34187 | 2/19/1964 | 25434 | 2/19/1964 | 12 | |||||||||||
IRAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-363360 | 139350140001024535 | 9/15/2014 | 229816 | 6/27/2015 | 12 | |||||||||||
IRAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321539 | 80839 | 5/24/1982 | 55348 | 10/3/1982 | 07, 12, 29, 31 | |||||||||||
IRAQ | MONROE | Tenneco Automotive Operating Company Inc. | MAILED | 77115-422231 | 12 |
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IRELAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320182 | 964883 | 8/22/1996 | 203083 | 8/22/1996 | 07 | |||||||||||
IRELAND | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320300 | 156486 | 5/16/1986 | 122505 | 5/11/1988 | 12 | |||||||||||
IRELAND | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320519 | 125294 | 10/20/1987 | 125294 | 10/20/1987 | 12 | |||||||||||
IRELAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320760 | 8273 | 1/11/1973 | 81578 | 6/25/1976 | 12 | |||||||||||
IRELAND | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320899 | 943283 | 5/31/1994 | 166698 | 4/23/1997 | 12 | |||||||||||
IRELAND | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321065 | 200002039 | 6/2/2000 | 218759 | 6/2/2000 | 12 | |||||||||||
IRELAND | MONROE LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321170 | 255281 | 9/9/1981 | 116038 | 9/18/1986 | 12 | |||||||||||
IRELAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321192 | 200003996 | 11/1/2000 | 222499 | 9/27/2002 | 12 | |||||||||||
IRELAND | MONROE RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321215 | 255181 | 9/9/1981 | B116037 | 9/18/1986 | 12 | |||||||||||
IRELAND | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321898 | 255381 | 9/9/1981 | B104716 | 8/3/1984 | 12 | |||||||||||
IRELAND | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322061 | 973421 | 9/17/1997 | 208971 | 2/15/2000 | 12 | |||||||||||
IRELAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321540 | 362782 | 12/20/1982 | 108252 | 4/10/1985 | 07 | |||||||||||
IRELAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321541 | 362982 | 12/20/1982 | 108254 | 4/10/1985 | 12 | |||||||||||
IRELAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321543 | 964388 | 7/15/1996 | 202611 | 1/7/1999 | 07 |
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IRELAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322072 | 956619 | 9/21/1995 | 176713 | 9/21/1995 | 12 | |||||||||||
IRELAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322073 | 964389 | 7/15/1996 | 202612 | 1/7/1999 | 07 | |||||||||||
IRELAND | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322443 | 90692 | 2/18/1992 | 149034 | 5/19/1994 | 12 | |||||||||||
IRELAND | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322427 | 501396 | 9/2/1996 | 202546 | 9/2/1996 | 07 | |||||||||||
IRELAND | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321824 | 501496 | 9/2/1996 | 202547 | 9/2/1996 | 007 | |||||||||||
ISRAEL | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320369 | 60111 | 12/19/1984 | 60111 | 8/31/1988 | 12 | |||||||||||
ISRAEL | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-IL | 1386972 | 12/6/2017 | 12 | |||||||||||||
ISRAEL | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321258 | 21684 | 2/4/1963 | 21684 | 2/5/1963 | 12 | |||||||||||
ISRAEL | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322080 | 115088 | 9/29/1997 | 115088 | 3/8/1999 | 12 | |||||||||||
ISRAEL | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322062 | 98559 | 5/12/1995 | 98559 | 2/4/1997 | 12 | |||||||||||
ISRAEL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321544 | 100979 | 9/22/1995 | 100979 | 9/4/1997 | 12 |
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ISRAEL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321546 | 109805 | 1/21/1997 | 109805 | 1/6/1998 | 07 | |||||||||||
ISRAEL | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322075 | 100989 | 9/22/1995 | 100989 | 9/4/1997 | 12 | |||||||||||
ISRAEL | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322077 | 109806 | 1/21/1997 | 109806 | 1/6/1998 | 07 | |||||||||||
ITALY | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320079 | MI2010C003201 | 5/2/1990 | 0001291246 | 12/9/1992 | 12 | |||||||||||
ITALY | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320103 | MI2010C003198 | 5/2/1990 | 0001291244 | 12/9/1992 | 12 | |||||||||||
ITALY | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320183 | MI2006C009007 | 9/11/1996 | 0001211837 | 12/18/1998 | 07, 12 |
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ITALY | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320301 | TO2006C001780 | 5/21/1986 | 362016000051934 | 5/30/1987 | 12 | |||||||||||
ITALY | KINETIC (Stylized) and KINETICSeries Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576-IT | 829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
ITALY | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320465 | MI2002C007117 | 8/23/1962 | 0001006441 | 12/28/1962 | 12 | |||||||||||
ITALY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320761 | MI2010C009839 | 12/3/1960 | 1350881 | 11/5/1980 | 12 | |||||||||||
ITALY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320901 | MI2004C001112 | 6/29/1994 | 0001080422 | 12/18/1996 | 12 | |||||||||||
ITALY | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321067 | MI2010C003190 | 6/6/2000 | 0001291240 | 10/27/2003 | 12 | |||||||||||
ITALY | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321193 | MI2010C009840 | 11/21/2000 | 1350882 | 11/21/2000 | 012 | |||||||||||
ITALY | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322176 | MI2011C006688 | 10/23/1971 | 1460579 | 5/21/1973 | 12 | |||||||||||
ITALY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321547 | MI2010C009847 | 10/3/1980 | 1350885 | 10/1/1986 | 07, 12 | |||||||||||
ITALY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322079 | MI2005C009136 | 9/22/1995 | 0001137020 | 7/17/1998 | 12 | |||||||||||
ITALY | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322444 | MI2002C001876 | 2/26/1992 | 1474679 | 12/19/1994 | 012 | |||||||||||
ITALY | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322429 | MI2011C009565 | 3/22/1972 | 1464914 | 4/16/1974 | 01, 03, 07, 08, 12 |
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ITALY | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321828 | MI2010C002969 | 4/15/1980 | 0001291127 | 10/6/1986 | 008, 012 | |||||||||||
JAMAICA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320184 | 7505 | 8/29/1996 | 29204 | 8/29/1996 | 07 | |||||||||||
JAMAICA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320903 | 121623 | 3/16/1993 | B26032 | 3/16/1993 | 12 | |||||||||||
JAMAICA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321259 | 671 | 7/18/1966 | 11401 | 7/18/1987 | 06 | |||||||||||
JAMAICA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322084 | 51179 | 11/20/2007 | 51179 | 10/6/2008 | 12 | |||||||||||
JAMAICA | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322332 | 50115 | 4/20/2007 | 50115 | 4/20/2007 | 12, 35 | |||||||||||
JAMAICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321548 | 7340 | 1/6/1983 | 20835 | 10/11/1985 | 07 | |||||||||||
JAMAICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321550 | 12415 | 1/6/1983 | 20844 | 10/14/1985 | 12 | |||||||||||
JAMAICA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322082 | 12714 | 9/22/1995 | 36357 | 12/1/2000 | 12 |
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JAPAN | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320185 | 2002064431 | 7/30/2002 | 4717650 | 10/10/2003 | 07 | |||||||||||
JAPAN | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322575-JP | 980516 | 4/9/2008 | 980516 | 5/28/2010 | 12 | |||||||||||
JAPAN | KINETIC & KINETIC In Katakana (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322588 | 200343940 | 5/29/2003 | 4796793 | 8/20/2004 | 12 | |||||||||||
JAPAN | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322590-JP | 980515 | 4/9/2008 | 980515 | 5/28/2010 | 12 | |||||||||||
JAPAN | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322591 | 200340252 | 5/16/2003 | 4798625 | 8/27/2004 | 12 | |||||||||||
JAPAN | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320466 | S58055842 | 6/17/1983 | 1890216 | 9/29/1986 | 12 | |||||||||||
JAPAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320762 | 538037285 | 4/14/1965 | 680950 | 7/14/1965 | 12 | |||||||||||
JAPAN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320907 | 3966082 | 5/12/1982 | 1867657 | 6/27/1986 | 06, 07, 12 | |||||||||||
JAPAN | MONROE (In Katakana) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320951 | 205621982 | 3/12/1982 | 2029327 | 3/30/1988 | 06, 07, 12 |
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JAPAN | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | PENDING | 77115-434093-JP | 1418260 | 6/7/2018 | 12 | |||||||||||||
JAPAN | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321360 | 2007122731 | 12/11/2007 | 5302691 | 2/19/2010 | 12 | |||||||||||
JAPAN | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-JP | 1385233 | 11/21/2017 | 012 | |||||||||||||
JAPAN | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321789 | 2006040350 | 5/1/2006 | 4979418 | 8/18/2006 | 12 | |||||||||||
JAPAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322087 | 1037471988 | 9/12/1988 | 2375555 | 1/31/1992 | 06, 09, 12, 13, 19, 22 | |||||||||||
JAPAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322089 | 477398 | 1/22/1998 | 4334976 | 11/12/1999 | 07 | |||||||||||
JAPAN | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322308 | 2006113265 | 12/7/2006 | 5044270 | 4/27/2007 | 12 | |||||||||||
JAPAN | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321984 | 1037481988 | 9/12/1988 | 2682679 | 6/29/1994 | 12 | |||||||||||
JAPAN | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322067 | 2528195 | 3/15/1995 | 3307883 | 5/16/1997 | 12 | |||||||||||
JAPAN | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353277 | 201410423 | 2/13/2014 | 5688742 | 7/25/2014 | 07 | |||||||||||
JAPAN | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321436 | 201124116 | 4/6/2011 | 5464451 | 1/20/2012 | 07 | |||||||||||
JAPAN | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321587 | 201124115 | 4/6/2011 | 5491901 | 5/11/2012 | 07 | |||||||||||
JAPAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321552 | 71798795 | 1/29/1982 | 1818000 | 10/31/1985 | 07, 12 | |||||||||||
JAPAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321554 | 686482 | 3/29/1982 | 1760313 | 4/23/1985 | 12 | |||||||||||
JAPAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322083 | 981421995 | 9/22/1995 | 4011686 | 6/13/1997 | 06 | |||||||||||
JAPAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322085 | 981431995 | 9/22/1995 | 4021198 | 7/4/1997 | 12 |
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JAPAN | TENNECO & Design (Horizon) (In Katakana) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322259 | 981531995 | 9/22/1995 | 4021200 | 7/4/1997 | 12 | |||||||||||
JAPAN | TENNECO (In Katakana) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322358 | 687082 | 1/29/1982 | 1760314 | 4/23/1985 | 12 | |||||||||||
JAPAN | TENNECO (In Katakana) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322359 | 686982 | 1/29/1982 | 1818002 | 10/31/1985 | 07, 12 | |||||||||||
JAPAN | THE SIXTH SENSE FOR YOUR DRIVE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-372566 | 2015047820 | 5/21/2015 | 5862971 | 7/1/2016 | 35 | |||||||||||
JAPAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322432 | 2251664 | 5/21/1964 | 688883 | 11/5/1965 | 12 | |||||||||||
JAPAN | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321833 | S39-022517 | 5/21/1964 | 688884 | 11/5/1965 | 012 | |||||||||||
JAPAN | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321910 | 201077614 | 10/5/2010 | 5409647 | 4/28/2011 | 07 | |||||||||||
JORDAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321558 | 39278 | 9/21/1995 | 39278 | 6/1/1996 | 12 | |||||||||||
JORDAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322086 | 39274 | 9/21/1995 | 39274 | 6/1/1996 | 12 | |||||||||||
KAZAKHSTAN | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320371 | 151417 | 1/31/1992 | 3672 | 10/21/1993 | 12 | |||||||||||
KAZAKHSTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320763 | 16607 | 10/24/2000 | 12917 | 1/17/2002 | 07, 12 | |||||||||||
KAZAKHSTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322104 | 16606 | 10/24/2000 | 12808 | 12/28/2001 | 07, 12 | |||||||||||
KAZAKHSTAN | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322071 | 7413 | 5/5/1995 | 5746 | 4/23/1997 | 12 | |||||||||||
KAZAKHSTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321560 | 1687 | 8/19/1993 | 1055 | 4/5/1995 | 07, 12 | |||||||||||
KAZAKHSTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321563 | 7851 | 9/22/1995 | 6949 | 5/13/1998 | 04, 06, 12, 21, 35, 37, 39, 41, 42 |
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KAZAKHSTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322088 | 7853 | 9/22/1995 | 6950 | 5/13/1998 | 12 | |||||||||||
KAZAKHSTAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322434 | 16608 | 10/24/2000 | 12809 | 12/28/2001 | 07, 12 | |||||||||||
KENYA | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320080 | 61189 | 5/15/2007 | 61189 | 5/20/2008 | 12 | |||||||||||
KENYA | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576-KE | 829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
KENYA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320764 | 61190 | 5/15/2007 | 61190 | 5/18/2009 | 12 | |||||||||||
KENYA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320908 | 61191 | 5/15/2007 | 61191 | 9/8/2008 | 12 | |||||||||||
KENYA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321566 | 30583 | 11/26/1982 | 30583 | 11/26/1982 | 07 | |||||||||||
KENYA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321567 | 30584 | 11/26/1982 | 30584 | 11/26/1982 | 12 | |||||||||||
KENYA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322090 | 043088 | 9/22/1995 | KET1995043088 | 8/27/1997 | 12 |
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KOSOVO | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320081 | 7507 | 11/5/1991 | 1396 | 2/10/1995 | 12 | |||||||||||
KOSOVO | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320302 | 7206 | 8/24/1993 | 1437 | 6/19/1997 | 12 | |||||||||||
KOSOVO | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320467 | 7587 | 8/24/1993 | 1538 | 6/19/1997 | 12 | |||||||||||
KOSOVO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320766 | 6608 | 10/14/1991 | 1372 | 1/10/1995 | 12 | |||||||||||
KOSOVO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320910 | 7585 | 10/14/1991 | 1537 | 1/10/1995 | 12 | |||||||||||
KOSOVO | MONROE-REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321224 | 7202 | 11/22/2000 | 3525 | 4/22/2004 | 12 | |||||||||||
KOSOVO | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322185 | 7195 | 8/24/1993 | 1581 | 6/19/1997 | 12 | |||||||||||
KOSOVO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321573 | 7628 | 4/12/1982 | 3723 | 3/25/1986 | 01, 07, 12 | |||||||||||
KOSOVO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322437 | 6968a | 9/3/1991 | 13762010 | 12/13/1994 | 06 | |||||||||||
KOSOVO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322439 | 6970 | 11/24/1997 | 14112010 | 5/31/2010 | 07 | |||||||||||
KOSOVO | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321835 | 6843 | 9/3/1991 | 32202011 | 12/13/1994 | 06 | |||||||||||
KOSOVO | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422358 | KSM20171513 | 12/18/2017 | 07 | |||||||||||||
KUWAIT | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320372 | 17948 | 4/30/1985 | 16788 | 4/30/1985 | 12 |
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KUWAIT | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320767 | 12514 | 9/17/1980 | 11616 | 9/17/1980 | 12 | |||||||||||
KUWAIT | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-366421 | 160980 | 12/2/2014 | 138109 | 12/2/2014 | 12 | |||||||||||
KUWAIT | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322076 | 32058 | 10/7/1995 | 29899 | 9/1/1999 | 12 | |||||||||||
KUWAIT | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321575 | 31867 | 9/20/1995 | 30052 | 7/1/1999 | 12 | |||||||||||
KUWAIT | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322092 | 31876 | 9/20/1995 | 30054 | 7/1/1999 | 12 | |||||||||||
KYRGYZSTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320769 | 200039423 | 10/24/2000 | 6044 | 3/29/2002 | 07, 12 | |||||||||||
KYRGYZSTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322111 | 200039443 | 10/24/2000 | 6007 | 2/28/2002 | 07, 12 | |||||||||||
KYRGYZSTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321577 | 9510583 | 5/19/1995 | 3492 | 6/28/1996 | 07, 12 | |||||||||||
KYRGYZSTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321579 | 9512473 | 9/22/1995 | 3996 | 9/30/1997 | 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
KYRGYZSTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322093 | 9512483 | 9/22/1995 | 3997 | 9/30/1997 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
KYRGYZSTAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322442 | 200039433 | 10/24/2000 | 6217 | 7/31/2002 | 07, 12 | |||||||||||
LATVIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320187 | M961381 | 9/18/1996 | M41877 | 8/20/1998 | 07 | |||||||||||
LATVIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320523 | M937947 | 9/2/1993 | M34000 | 10/20/1996 | 12 |
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LATVIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321195 | M001555 | 10/26/2000 | M48623 | 11/20/2001 | 12 | |||||||||||
LATVIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321580 | M934422 | 4/30/1993 | M15783 | 6/20/1994 | 07, 12 | |||||||||||
LATVIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322446 | M937946 | 9/2/1993 | M33846 | 8/20/1996 | 012 | |||||||||||
LATVIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322450 | M963828 | 6/30/1993 | M33930 | 10/20/1996 | 06 | |||||||||||
LATVIA | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321839 | M937324 | 7/16/1993 | M33113 | 6/20/1996 | 006 | |||||||||||
LEBANON | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322081 | 754376516 | 8/24/1995 | 127968 | 8/24/1995 | 12 | |||||||||||
LEBANON | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321584 | 66988 | 9/22/1995 | 12930 | 9/22/1995 | 12 | |||||||||||
LEBANON | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322095 | 66989 | 9/22/1995 | 127969 | 9/22/1995 | 012 | |||||||||||
LESOTHO | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-LS | 1386972 | 12/6/2017 | 12 | |||||||||||||
LESOTHO | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-LS | 1385233 | 11/21/2017 | 012 | |||||||||||||
LESOTHO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321586 | LSM9500734 | 9/22/1995 | LSM9500734 | 9/20/2000 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
LESOTHO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322096 | LSM9500728 | 8/23/1995 | LSM9500728 | 3/24/1999 | 012, 04, 06, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
LIBERIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320374 | None | 12/6/1984 | 0015099 | 12/6/1984 | 12 | |||||||||||
LIBERIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321590 | 67822358 | 6/29/1982 | 7797475 | 6/29/1982 | 07 | |||||||||||
LIBERIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321591 | 139822603 | 9/13/1982 | 001502012 | 9/13/1982 | 12 |
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LIBERIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321593 | 22995385 | 9/22/1995 | 001502010 | 9/22/1995 | 12 | |||||||||||
LIBERIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322097 | 22995386 | 9/22/1995 | 001512010 | 9/22/1995 | 012 | |||||||||||
LIECHTENSTEIN | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-LI | 1386972 | 12/6/2017 | 12 | |||||||||||||
LITHUANIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320188 | 962145 | 9/10/1996 | 32143 | 3/8/1999 | 07 | |||||||||||
LITHUANIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320378 | ZP9645 | 7/16/1993 | 22854 | 5/27/1996 | 12 | |||||||||||
LITHUANIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321196 | 20001997 | 10/27/2000 | 42864 | 5/21/2001 | 12 | |||||||||||
LITHUANIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321596 | RL8272 | 5/28/1993 | 10139 | 3/24/1994 | 07, 12 | |||||||||||
LITHUANIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322447 | ZP9506 | 7/9/1993 | 22855 | 2/5/1997 | 12 | |||||||||||
LITHUANIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322455 | 11477 | 9/17/1993 | 12279 | 3/20/1997 | 06 | |||||||||||
LITHUANIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321843 | RL11477 | 9/17/1993 | 12278 | 3/20/1997 | 006 | |||||||||||
MACAO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321597 | 216759 | 12/18/1987 | 3392M | 7/13/1990 | 12 | |||||||||||
MACAO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322100 | 15243M | 9/22/1995 | 15243M | 6/6/1997 | 004, 006, 012, 016, 021, 035, 037, 039, 041, 042 |
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MACEDONIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320525 | 35093 | 8/11/1993 | 00145 | 8/11/1993 | 12 | |||||||||||
MACEDONIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-MK | 1386972 | 12/6/2017 | 12 | |||||||||||||
MACEDONIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-MK | 1385233 | 11/21/2017 | 012 | |||||||||||||
MACEDONIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322448 | 161280 | 8/11/1993 | 00211 | 8/11/1993 | 12 | |||||||||||
MACEDONIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322458 | Z77997 | 11/24/1997 | 08070 | 12/26/2001 | 07 | |||||||||||
MACEDONIA | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422359 | TM20171224 | 12/18/2017 | 07 | |||||||||||||
MADAGASCAR | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-MG | 1386972 | 12/6/2017 | 12 | |||||||||||||
MADAGASCAR | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-MG | 1385233 | 11/21/2017 | 012 | |||||||||||||
MALAWI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321598 | 40995 | 9/22/1995 | 199500409 | 3/5/1997 | 12 | |||||||||||
MALAWI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322101 | 41395 | 9/22/1995 | 41395 | 10/11/1996 | 012 | |||||||||||
MALAYSIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320189 | 9611497 | 9/24/1996 | 96011497 | 7/20/2006 | 07 | |||||||||||
MALAYSIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320770 | MA380284 | 8/16/1984 | 84003802 | 8/16/1991 | 12 |
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MALAYSIA |
MONROE & Design (New Wing) |
Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320911 | MA454084 | 9/25/1984 | 84004540 | 9/25/1991 | 12 | |||||||||||
MALAYSIA | MONROMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321233 | M39474 | 3/23/1963 | M39474 | 3/23/1963 | 12 | |||||||||||
MALAYSIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321273 | 272784 | 6/14/1984 | 84002727 | 6/14/1991 | 12 | |||||||||||
MALAYSIA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421835 | 2017073297 | 11/22/2017 | 12 | |||||||||||||
MALAYSIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322114 | 9603651 | 4/10/1996 | 96003651 | 12/10/2004 | 12 | |||||||||||
MALAYSIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322312 | 06022099 | 12/4/2006 | 06022099 | 9/10/2008 | 12 | |||||||||||
MALAYSIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322155 | 9504215 | 5/4/1995 | 95004215 | 6/16/1997 | 12 | |||||||||||
MALAYSIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321600 | 29383 | 10/1/1983 | 8300293 | 10/1/1983 | 07 | |||||||||||
MALAYSIA | TENNECO | Tennessee Gas Pipeline Company | REGISTERED | 77115-321601 | 29483 | 10/1/1983 | 8300294 | 10/1/1983 | 12 | |||||||||||
MALAYSIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322103 | 95099997 | 9/23/1995 | 95009997 | 8/13/1997 | 012 | |||||||||||
MALAYSIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-373826 | 2015059947 | 6/24/2015 | 2015059947 | 9/14/2016 | 07 | |||||||||||
MALAYSIA | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-373827 | 2015059951 | 6/24/2015 | 2015059951 | 3/2/2017 | 07 | |||||||||||
MALTA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322159 | 24326 | 5/8/1995 | 24326 | 4/30/1996 | 12 |
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MALTA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321602 | 15849 | 8/12/1983 | 15849 | 8/12/1983 | 12 | |||||||||||
MALTA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321604 | 15848 | 8/12/1983 | 15848 | 8/12/1983 | 07 | |||||||||||
MALTA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321606 | 24787 | 9/22/1995 | 24787 | 9/30/1996 | 06 | |||||||||||
MALTA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322105 | 24790 | 9/22/1995 | 24790 | 7/30/1996 | 006 | |||||||||||
MALTA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322106 | 24791 | 9/22/1995 | 24791 | 11/29/1996 | 012 | |||||||||||
MAURITIUS | MONROE | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422232 | MUM201826485 | 1/10/2018 | 12 | |||||||||||||
MAURITIUS | OESPECTRUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421832 | MUM201826484 | 1/10/2018 | 236612018 | 1/10/2018 | 12 | |||||||||||
MEXICO | DESIGN (Bird Head) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320067 | 0673621 | 8/25/2004 | 882271 | 5/25/2005 | 12 | |||||||||||
MEXICO | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320124 | 480510 | 4/10/2001 | 792270 | 5/23/2003 | 9 | |||||||||||
MEXICO | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320138 | 861428 | 6/14/2007 | 1014313 | 11/28/2007 | 07 | |||||||||||
MEXICO | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320190 | 275716 | 10/2/1996 | 678057 | 11/27/2000 | 07, 11 |
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MEXICO | ECONO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320236 | 1044272 | 10/29/2009 | 1142560 | 2/11/2010 | 12 | |||||||||||
MEXICO | ERIS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320239 | 482017 | 4/24/2001 | 727478 | 12/11/2001 | 9 | |||||||||||
MEXICO | EXHAUST MATE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320242 | 1126590 | 10/12/2010 | 1203608 | 2/24/2011 | 06 | |||||||||||
MEXICO | EXHAUST MATE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320243 | 1126589 | 10/12/2010 | 1198825 | 1/26/2011 | 17 | |||||||||||
MEXICO | EXHAUST-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320246 | 1135777 | 11/19/2010 | 1244396 | 10/17/2011 | 17 | |||||||||||
MEXICO | EXHAUST-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320247 | 1135779 | 11/19/2010 | 1244397 | 10/17/2011 | 06 | |||||||||||
MEXICO | EXHAUST-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320248 | 1189622 | 6/24/2011 | 1245937 | 10/19/2011 | 07 | |||||||||||
MEXICO | EXPERT PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320251 | 928124 | 4/21/2008 | 1045757 | 6/19/2008 | 35 | |||||||||||
MEXICO | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320303 | 132085 | 2/4/1992 | 464201 | 6/22/1994 | 12 | |||||||||||
MEXICO | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320380 | 124540 | 10/15/1991 | 403944 | 1/20/1992 | 12 | |||||||||||
MEXICO | GRIPPER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320430 | 498003 | 7/25/2001 | 778395 | 2/13/2003 | 07 | |||||||||||
MEXICO | HUSH THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320439 | 927549 | 4/17/2008 | 1070786 | 11/7/2008 | 07 | |||||||||||
MEXICO | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320468 | 124541 | 10/15/1991 | 415642 | 6/5/1992 | 12 | |||||||||||
MEXICO | MAD HOT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320566 | 1210066 | 9/8/2011 | 1267221 | 2/10/2012 | 07 | |||||||||||
MEXICO | MAGNUM | Tenneco Automotive Operating Company Inc. | PENDING | 77115-336193 | 1997529 | 1/17/2018 | 12 | |||||||||||||
MEXICO | MAX-AIR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320601 | 152877 | 9/25/1979 | 246690 | 6/25/1980 | 12 | |||||||||||
MEXICO | MEGA-CLAMP | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320616 | 472335 | 2/22/2001 | 721685 | 10/31/2001 | 06 | |||||||||||
MEXICO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320772 | 94665 | 9/5/1960 | 111229 | 12/18/1962 | 12 |
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MEXICO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320773 | 1015837 | 6/25/2009 | 1111726 | 7/22/2009 | 12 | |||||||||||
MEXICO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320912 | 1015835 | 6/25/2009 | 1253188 | 11/22/2011 | 12 | |||||||||||
MEXICO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320913 | 208933 | 11/18/1982 | 284098 | 2/2/1983 | 19 | |||||||||||
MEXICO | MONROE BRAKES | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321084 | 1116818 | 9/2/2010 | 1196771 | 1/14/2011 | 12 | |||||||||||
MEXICO | MONROE BRAKES & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321092 | 0875449 | 8/15/2007 | 1047793 | 6/30/2008 | 12 | |||||||||||
MEXICO | MONROE CERAMICS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321096 | 0716848 | 5/11/2005 | 891814 | 7/26/2005 | 12 | |||||||||||
MEXICO | MONROE DYNAMICS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321106 | 0716849 | 5/11/2005 | 891815 | 7/26/2005 | 12 |
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MEXICO | MONROE HEAVY DUTY & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321126 | 597728 | 4/22/2003 | 831752 | 4/21/2004 | 40 | |||||||||||
MEXICO | MONROE INVISION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321168 | 901191 | 12/10/2007 | 1063742 | 9/30/2008 | 09 | |||||||||||
MEXICO | MONROE OESPECTRUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-361175 | 1511256 | 7/30/2014 | 1501600 | 12/9/2014 | 12 | |||||||||||
MEXICO | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-361174 | 1511255 | 7/30/2014 | 1500517 | 12/5/2014 | 12 | |||||||||||
MEXICO | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321229 | 132086 | 2/4/1992 | 415655 | 6/5/1992 | 12 | |||||||||||
MEXICO | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321274 | 124542 | 10/15/1991 | 403945 | 1/20/1992 | 12 | |||||||||||
MEXICO | MONRO-MATIC PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321298 | 124204 | 10/10/1991 | 405249 | 2/7/1992 | 12 | |||||||||||
MEXICO | PROSOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-330810 | 1301041 | 8/17/2012 | 1337794 | 12/10/2012 | 12 | |||||||||||
MEXICO | QUICK STRUT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321844 | 0617924 | 9/5/2003 | 809751 | 10/13/2003 | 12 | |||||||||||
MEXICO | QUICKLIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336338 | 1343840 | 1/29/2013 | 1371875 | 5/30/2013 | 12 | |||||||||||
MEXICO | QUIETCRAWLER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380676 | 1688934 | 12/7/2015 | 1622305 | 3/18/2016 | 07 | |||||||||||
MEXICO | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322117 | 312278 | 10/27/1997 | 566837 | 12/15/1997 | 12 | |||||||||||
MEXICO | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322313 | 824389 | 12/11/2006 | 1034325 | 4/11/2008 | 12 | |||||||||||
MEXICO | RANCHO RS5000 X & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-375648 | 1659738 | 9/22/2015 | 1618419 | 3/2/2016 | 12 | |||||||||||
MEXICO | RANCHO RS7000 MT (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-361064 | 1510573 | 7/28/2014 | 1563714 | 8/14/2015 | 12 |
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MEXICO | RANCHO RS9000 XL & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-366535 | 1554780 | 12/2/2014 | 1589793 | 11/17/2015 | 12 | |||||||||||
MEXICO | RATTLER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380633 | 1682468 | 11/19/2015 | 1608214 | 3/22/2016 | 07 | |||||||||||
MEXICO | ROADMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421792 | 1976344 | 11/23/2017 | 1847979 | 2/20/2018 | 12 | |||||||||||
MEXICO | ROCKGEAR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-341745 | 1383234 | 6/14/2013 | 1455393 | 5/19/2014 | 012 | |||||||||||
MEXICO | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322333 | 617923 | 9/5/2003 | 816018 | 12/4/2003 | 35 | |||||||||||
MEXICO | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322334 | 0617922 | 9/5/2003 | 887629 | 6/23/2005 | 12 | |||||||||||
MEXICO | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322164 | 124543 | 10/15/1991 | 403946 | 1/20/1992 | 12 | |||||||||||
MEXICO | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353274 | 1456026 | 2/11/2014 | 1544732 | 6/8/2015 | 07 | |||||||||||
MEXICO | STARLA | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321485 | 0948268 | 7/17/2008 | 1087001 | 2/24/2009 | 07 | |||||||||||
MEXICO | STRUT-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321559 | 124544 | 10/15/1991 | 403947 | 1/20/1992 | 12 | |||||||||||
MEXICO | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321592 | 1166926 | 3/29/2011 | 1230031 | 7/27/2011 | 07 | |||||||||||
MEXICO | TECH-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-345020 | 1402342 | 8/12/2013 | 1415342 | 11/28/2013 | 37 | |||||||||||
MEXICO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321607 | 206765 | 12/9/1976 | 206765 | 12/9/1976 | 06, 12, 22 | |||||||||||
MEXICO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321609 | 107156 | 12/9/1976 | 216989 | 8/21/1978 | 07, 08, 09, 11, 12, 16, 20, 21 | |||||||||||
MEXICO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321613 | 243771 | 9/22/1995 | 542719 | 2/27/1997 | 12 | |||||||||||
MEXICO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321616 | 1015832 | 6/25/2009 | 1159896 | 5/25/2010 | 12 |
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MEXICO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322108 | 243768 | 9/22/1995 | 513406 | 12/15/1995 | 012 | |||||||||||
MEXICO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322110 | 1015827 | 6/25/2009 | 1127606 | 10/27/2009 | 012 | |||||||||||
MEXICO | TENNECO T3CHTOUR & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322365 | 1000976 | 4/14/2009 | 1114811 | 8/12/2009 | 041 | |||||||||||
MEXICO | TENNECO TECHNOLOGY TOUR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322370 | 1000978 | 4/14/2009 | 1115384 | 8/14/2009 | 041 | |||||||||||
MEXICO | THIS BIRD IS LOUD AND PROUD | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380630 | 1682473 | 11/19/2015 | 1602696 | 1/13/2016 | 07 | |||||||||||
MEXICO | THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322387 | 0672719 | 8/19/2004 | 851951 | 9/21/2004 | 012 | |||||||||||
MEXICO | TOTAL SOLUTIONS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322399 | 0802268 | 8/24/2006 | 958799 | 10/24/2006 | 012 | |||||||||||
MEXICO | TRU-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322408 | 922591 | 3/26/2008 | 1103161 | 5/29/2009 | 007 | |||||||||||
MEXICO | ULTRA FLO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322415 | 856334 | 5/23/2007 | 994128 | 7/23/2007 | 007 | |||||||||||
MEXICO | VINTAGE SOUND TODAYS POWER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322477 | 931523 | 5/6/2008 | 1051935 | 7/31/2008 | 007 | |||||||||||
MEXICO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322461 | 126002 | 11/4/1991 | 429866 | 1/25/1993 | 08 | |||||||||||
MEXICO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322462 | 128819 | 12/11/1991 | 407520 | 3/10/1992 | 06 | |||||||||||
MEXICO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322463 | 107593 | 9/24/2001 | 920947 | 2/24/2006 | 12 |
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MEXICO | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321611 | 107592 | 2/28/1991 | 521707 | 4/30/1996 | 012 | |||||||||||
MEXICO | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321618 | 126003 | 11/4/1991 | 470108 | 8/18/1994 | 008 | |||||||||||
MEXICO | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321628 | 128820 | 12/11/1991 | 466216 | 7/12/1994 | 006 | |||||||||||
MEXICO | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-341497 | 1428108 | 10/31/2013 | 1508277 | 1/22/2015 | 07 | |||||||||||
MEXICO | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-348408 | 1427547 | 10/30/2013 | 1442187 | 3/24/2014 | 40 |
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MEXICO | WALKER HEAVY DUTY & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321790 | 597726 | 4/22/2003 | 796648 | 6/25/2003 | 40 | |||||||||||
MEXICO | WALKER HEAVY DUTY MONROE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321802 | 597727 | 4/22/2003 | 831751 | 4/21/2004 | 040 | |||||||||||
MEXICO | WALKER INVISION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321813 | 0919234 | 3/7/2008 | 1063964 | 9/30/2008 | 009 | |||||||||||
MEXICO | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321916 | 1139345 | 12/2/2010 | 1248988 | 11/7/2011 | 007 | |||||||||||
MOLDOVA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320381 | 003824 | 12/28/1994 | 2R4128 | 10/15/1996 | 12 | |||||||||||
MOLDOVA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320774 | 009717 | 10/25/2000 | R8183 | 8/6/2001 | 07, 12 | |||||||||||
MOLDOVA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-MD | 1385233 | 11/21/2017 | 012 | |||||||||||||
MOLDOVA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322121 | 009719 | 10/25/2000 | R8233 | 9/3/2001 | 07, 12 | |||||||||||
MOLDOVA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322314 | 020438 | 12/5/2006 | 16337 | 4/21/2008 | 12 | |||||||||||
MOLDOVA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321617 | 186 | 9/15/1993 | R57 | 4/8/1994 | 07, 12 | |||||||||||
MOLDOVA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321620 | 004917 | 9/22/1995 | 2R4731 | 6/5/1997 | 12 | |||||||||||
MOLDOVA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322112 | 004919 | 9/22/1995 | 2R4732 | 6/5/1997 | 012 | |||||||||||
MOLDOVA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322449 | 001161 | 4/12/1994 | 2R3643 | 3/21/1996 | 12 | |||||||||||
MOLDOVA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322464 | 009718 | 10/25/2000 | 8306 | 10/4/2001 | 07, 12 | |||||||||||
MONACO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422252-MC | 1386972 | 12/6/2017 | 1386972 | 12/6/2017 | 12 |
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MONACO | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-MC | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
MONACO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321622 | 016576 | 9/22/1995 | R9516512 | 9/22/1995 | 06, 12 | |||||||||||
MONACO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322113 | 16577 | 9/22/1995 | R9516513 | 11/3/1995 | 006, 012 | |||||||||||
MONTENEGRO | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320082 | Z19912194 | 11/5/1991 | 04036PP | 2/10/1995 | 12 | |||||||||||
MONTENEGRO | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320104 | Z19912151 | 10/31/1991 | 04040PP | 1/12/1995 | 12 | |||||||||||
MONTENEGRO | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320304 | Z1993559 | 8/24/1993 | 02370PP | 6/19/1997 | 12 | |||||||||||
MONTENEGRO | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320470 | Z19930561 | 8/24/1993 | 02340PP | 6/19/1997 | 12 | |||||||||||
MONTENEGRO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320776 | Z19912045 | 10/14/1991 | 04048PP | 1/10/1995 | 12 | |||||||||||
MONTENEGRO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320914 | Z19910244 | 10/14/1991 | 04041PP | 1/10/1995 | 12 |
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MONTENEGRO | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321197 | Z20001062 | 11/22/2000 | 46991 | 4/22/2004 | 12 | |||||||||||
MONTENEGRO | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321374 | Z2008971 | 11/5/2008 | 02572 | 8/16/2011 | 09 | |||||||||||
MONTENEGRO | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322195 | Z19930560 | 8/24/1993 | 02338PP | 6/19/1997 | 12 | |||||||||||
MONTENEGRO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321624 | Z1982181 | 4/12/1982 | 02337PP | 3/25/1986 | 01, 07, 12 | |||||||||||
MONTENEGRO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322466 | Z19911785 | 9/3/1991 | 02208PP | 12/13/1994 | 006 | |||||||||||
MONTENEGRO | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322467 | 27316660 | 11/24/1997 | 02727PP | 7/13/2000 | 007 | |||||||||||
MONTENEGRO | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321631 | Z19911784 | 9/3/1991 | 02771PP | 12/13/1994 | 006 | |||||||||||
MONTENEGRO | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422360 | Z2017502 | 12/19/2017 | 07 | |||||||||||||
MOROCCO | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320382 | 35713 | 12/28/1984 | 93804 | 12/28/1984 | 12 | |||||||||||
MOROCCO | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576-MA | 829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
MOROCCO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320777 | PV16 | 12/10/1959 | 67480 | 12/10/1959 | 12 | |||||||||||
MOROCCO | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-MA | 1385233 | 11/21/2017 | 012 | |||||||||||||
MOROCCO | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322169 | 56879 | 6/14/1995 | 568791R | 6/14/1995 | 12 | |||||||||||
MOROCCO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321627 | 32224 | 5/3/1982 | 32224 | 5/3/1982 | 01, 02, 04, 05, 07, 12, 16, 29, 31 | |||||||||||
MOROCCO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321629 | 57529 | 9/22/1995 | 57529 | 10/11/1995 | 06, 21, 35, 37, 39, 41, 42 |
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MOROCCO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322116 | 57528 | 9/22/1995 | 57528 | 10/11/1995 | 004, 006, 012, 016, 021, 035, 037, 039, 041, 042 | |||||||||||
MOZAMBIQUE | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320778 | 4752000 | 3/22/2000 | 36382000 | 6/14/2002 | 12 | |||||||||||
MOZAMBIQUE | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320915 | 4762000 | 3/22/2000 | 36392000 | 6/14/2002 | 12 | |||||||||||
MOZAMBIQUE | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-MZ | 1385233 | 11/21/2017 | 012 | |||||||||||||
MYANMAR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321633 | 498897 | 9/18/1997 | 63972018 | 10/6/1997 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
MYANMAR | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322118 | 41581995 | 9/22/1995 | 109442013 | 9/22/1995 | 006, 012, 016, 021 | |||||||||||
NAMIBIA (S.W. AFRICA) | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-NA | 1386972 | 12/6/2017 | 12 | |||||||||||||
NAMIBIA (S.W. AFRICA) | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-NA | 1385233 | 11/21/2017 | 012 | |||||||||||||
NEPAL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321635 | Unknown | 9/22/1995 | 11245052 | 12/24/1995 | 12 | |||||||||||
NEPAL | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322120 | na | 9/22/1995 | 11255052 | 12/17/1995 | 012 |
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NEW ZEALAND | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320126 | 266774 | 9/9/1996 | 266774 | 5/22/1997 | 12 | |||||||||||
NEW ZEALAND | DNX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-E | 683165 | 7/18/2003 | 683165 | 1/13/2005 | 07 | |||||||||||
NEW ZEALAND | DNX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-F | 683166 | 7/18/2003 | 683166 | 1/13/2005 | 12 | |||||||||||
NEW ZEALAND | DNX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-G | 683168 | 7/18/2003 | 683168 | 1/13/2005 | 07 | |||||||||||
NEW ZEALAND | DNX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-H | 683169 | 7/18/2003 | 683169 | 1/13/2005 | 12 | |||||||||||
NEW ZEALAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320192 | 266178 | 8/22/1996 | 266178 | 3/18/1997 | 07 | |||||||||||
NEW ZEALAND | GAS RISER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320274 | 228300 | 7/7/1993 | 228300 | 7/7/1993 | 12 | |||||||||||
NEW ZEALAND | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320305 | 225150 | 2/25/1993 | 225150 | 2/25/1993 | 12 | |||||||||||
NEW ZEALAND | GAS-MATIC | MONROE AUSTRALIA PTY LTD | REGISTERED | 77115-320384 | 162759 | 12/19/1985 | 162759 | 8/14/1992 | 12 | |||||||||||
NEW ZEALAND | HIRISER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320435 | 152686 | 5/11/1984 | 152686 | 7/18/1988 | 12 | |||||||||||
NEW ZEALAND | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322580 | 707727 | 2/4/2004 | 707727 | 2/4/2004 | 12 | |||||||||||
NEW ZEALAND | MAX LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320611 | 209817 | 4/29/1991 | 209817 | 4/29/1991 | 12 | |||||||||||
NEW ZEALAND | MAX-AIR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320603 | 137073 | 5/7/1981 | B137073 | 4/2/1984 | 12 |
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NEW ZEALAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320780 | 136855 | 4/22/1981 | 136855 | 4/22/1981 | 12 | |||||||||||
NEW ZEALAND | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320916 | 137072 | 5/7/1981 | 137072 | 5/7/1981 | 12 | |||||||||||
NEW ZEALAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321199 | 625820 | 10/26/2000 | 625820 | 2/5/2002 | 12 | |||||||||||
NEW ZEALAND | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321277 | 137071 | 5/7/1981 | 137071 | 5/7/1981 | 12 | |||||||||||
NEW ZEALAND | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-NZ | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
NEW ZEALAND | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321801 | 746977 | 4/27/2006 | 746977 | 11/2/2006 | 12 | |||||||||||
NEW ZEALAND | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322124 | 779138 | 11/7/2007 | 779138 | 8/12/2008 | 12 | |||||||||||
NEW ZEALAND | SAFETY TRIANGLE & Design (BRAKES TYRES SHOCK ABSORBERS) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322321 | 710411 | 3/31/2004 | 710411 | 9/30/2004 | 12 |
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NEW ZEALAND | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322335 | 817879 | 12/24/2009 | 817879 | 6/24/2010 | 12 | |||||||||||
NEW ZEALAND | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322177 | 246070 | 2/22/1995 | 246070 | 2/4/1997 | 12 | |||||||||||
NEW ZEALAND | STRUT-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321261 | 208819 | 3/13/1991 | 208819 | 3/13/1991 | 12 | |||||||||||
NEW ZEALAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321649 | 145945 | 2/11/1983 | 145945 | 8/30/1988 | 12 | |||||||||||
NEW ZEALAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321651 | 145944 | 2/11/1983 | 145944 | 8/30/1988 | 07 | |||||||||||
NEW ZEALAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322125 | 253792 | 9/21/1995 | 253792 | 7/8/1997 | 012 | |||||||||||
NEW ZEALAND | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321645 | B270227 | 11/29/1996 | 270227 | 8/26/1998 | 07 | |||||||||||
NICARAGUA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320193 | 9603510 | 10/3/1996 | R35106CC | 9/1/1997 | 07 | |||||||||||
NICARAGUA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320781 | 990569 | 2/23/1960 | 10493 | 7/26/1960 | 12 | |||||||||||
NICARAGUA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321279 | None | 2/20/1963 | 13246 | 4/10/1964 | 12 | |||||||||||
NICARAGUA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321656 | 6620 | 8/11/1982 | R14733CC | 12/3/1982 | 12 |
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NICARAGUA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322128 | 9502756 | 9/22/1995 | 35924CC | 11/27/1997 | 012 | |||||||||||
NICARAGUA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370577 | 2015001283 | 4/16/2015 | 2015111829LM | 10/26/2015 | 07 | |||||||||||
NIGERIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320385 | 4654385 | 2/21/1985 | 46543 | 2/21/1985 | 12 | |||||||||||
NIGERIA | MONROE | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422234 | FTMO2017122830 | 12/7/2017 | 12 | |||||||||||||
NIGERIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422244 | FTMO2017122829 | 12/7/2017 | 12 | |||||||||||||
NIGERIA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321280 | 312634 | 3/21/1977 | 14307 | 3/21/1991 | 13 | |||||||||||
NIGERIA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421831 | FTMO2017122541 | 11/30/2017 | 12 | |||||||||||||
NIGERIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321660 | 43403834 | 12/18/1983 | 43403 | 12/18/1983 | 12 | |||||||||||
NIGERIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322130 | TP25078 | 9/22/1995 | 65899 | 6/7/2005 | 012 | |||||||||||
NORWAY | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320083 | 19902253 | 5/2/1990 | 147682 | 11/21/1991 | 12 | |||||||||||
NORWAY | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320306 | 200102356 | 2/20/2001 | 211506 | 11/1/2001 | 12 | |||||||||||
NORWAY | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320386 | 842973 | 8/29/1984 | 121997 | 8/22/1985 | 12 |
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NORWAY | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320527 | 19874338 | 10/23/1987 | 143392 | 11/22/1990 | 12 | |||||||||||
NORWAY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320782 | 80291 | 8/28/1963 | 63171 | 1/3/1964 | 12 | |||||||||||
NORWAY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320918 | 943102 | 6/2/1994 | 169972 | 11/2/1995 | 12 | |||||||||||
NORWAY | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321068 | 200006483 | 6/6/2000 | 207996 | 4/19/2001 | 12 | |||||||||||
NORWAY | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321200 | 200013071 | 10/25/2000 | 217755 | 2/20/2003 | 12 | |||||||||||
NORWAY | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-NO | 1385233 | 11/21/2017 | 012 | |||||||||||||
NORWAY | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321904 | 812475 | 9/10/1981 | 116112 | 3/29/1984 | 12 | |||||||||||
NORWAY | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322200 | 110874 | 5/9/1972 | 86278 | 11/2/1972 | 12 | |||||||||||
NORWAY | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322180 | 19951200 | 2/22/1995 | 176620 | 9/5/1996 | 12 | |||||||||||
NORWAY | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321595 | 201107430 | 6/27/2011 | 262669 | 11/23/2011 | 07 | |||||||||||
NORWAY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321669 | 19821136 | 4/13/1982 | 115178 | 12/22/1983 | 07, 12 | |||||||||||
NORWAY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322132 | 955870 | 9/22/1995 | 178127 | 11/21/1996 | 004, 006, 012, 016, 021, 035, 037, 039, 041, 042 | |||||||||||
NORWAY | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322451 | 9920892 | 2/24/1992 | 167915 | 5/24/1995 | 012 |
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NORWAY | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321662 | 19800966 | 4/1/1980 | 116561 | 5/10/1984 | 008 | |||||||||||
NORWAY | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321917 | 201103502 | 3/25/2011 | 261540 | 9/16/2011 | 07 | |||||||||||
OAPI | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320254 | 3200901799 | 9/15/2009 | 62634 | 6/30/2010 | 12 | |||||||||||
OAPI | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320340 | 75233 | 1/15/1985 | 25166 | 1/25/1985 | 12 | |||||||||||
OAPI | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320629 | 3200901797 | 9/15/2009 | 62632 | 6/30/2010 | 12 | |||||||||||
OAPI | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320864 | 3200901798 | 9/15/2009 | 62633 | 6/30/2010 | 12 | |||||||||||
OAPI | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-OA | 1385233 | 11/21/2017 | 012 | |||||||||||||
OAPI | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321936 | 3200901822 | 9/18/2009 | 64722 | 12/15/2010 | 12 | |||||||||||
OAPI | RANCHO & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322284 | 3200901849 | 9/18/2009 | 62678 | 6/30/2010 | 12 | |||||||||||
OAPI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321363 | 73209 | 11/1/1982 | 23160 | 11/1/1982 | 07, 12 | |||||||||||
OAPI | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321366 | 84971 | 9/22/1995 | 35496 | 9/22/1995 | 12 |
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OAPI | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321880 | 84970 | 9/22/1995 | 35495 | 10/9/1996 | 12 | |||||||||||
OAPI | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322340 | 3200902253 | 11/4/2009 | 62983 | 7/15/2010 | 06, 07, 12 | |||||||||||
OAPI | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321762 | 3200902252 | 11/4/2009 | 62982 | 7/15/2010 | 06, 07, 12 | |||||||||||
OMAN | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-OM | 1386972 | 12/6/2017 | 12 | |||||||||||||
OMAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322127 | 47714 | 11/10/2007 | 47714 | 8/26/2008 | 12 | |||||||||||
OMAN | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322183 | 11565 | 5/8/1995 | 11565 | 4/23/2002 | 12 | |||||||||||
OMAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321671 | 5766 | 7/9/1991 | 5766 | 12/28/2003 | 07 | |||||||||||
OMAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321676 | 5767 | 7/9/1991 | 5767 | 12/28/2003 | 12 | |||||||||||
OMAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322135 | 12245 | 9/20/1995 | 12245 | 6/26/2004 | 012 | |||||||||||
PAKISTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320783 | 82828 | 5/3/1984 | 82828 | 1/21/1986 | 12 | |||||||||||
PAKISTAN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320919 | 72873 | 11/9/1980 | 72873 | 11/9/1987 | 12 | |||||||||||
PAKISTAN | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321282 | 43261 | 4/8/1965 | 43261 | 4/11/1968 | 12 |
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PAKISTAN | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421836 | 476482 | 11/22/2017 | 12 | |||||||||||||
PAKISTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322131 | 243298 | 11/7/2007 | 243298 | 10/21/2011 | 12 | |||||||||||
PAKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321679 | 96069 | 10/15/1987 | 96069 | 10/15/1987 | 07 | |||||||||||
PAKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321682 | 96072 | 10/15/1987 | 96072 | 10/15/1987 | 12 | |||||||||||
PAKISTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322140 | 132328 | 10/8/1995 | 132328 | 4/19/2000 | 12 | |||||||||||
PANAMA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320127 | 057496 | 7/21/1991 | 57496 | 4/18/1994 | 12 | |||||||||||
PANAMA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320194 | 90884 | 10/29/1997 | 90884 | 10/29/1997 | 07 | |||||||||||
PANAMA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320784 | 2304801 | 6/28/1978 | 23048 | 2/23/1979 | 12 | |||||||||||
PANAMA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422245 | 26278401 | 12/7/2017 | 12 | |||||||||||||
PANAMA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322133 | 90886 | 10/29/1997 | 90886 | 6/14/1999 | 12 | |||||||||||
PANAMA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322315 | 15829801 | 1/15/2007 | 14089 | 9/17/2007 | 12 | |||||||||||
PANAMA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322190 | 200627633 | 10/19/1995 | 077890 | 11/12/1996 | 12 |
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PANAMA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322196 | 200627632 | 10/19/1995 | 077889 | 11/12/1996 | 12 | |||||||||||
PANAMA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321684 | 198666 | 12/23/1969 | 67636 | 2/18/1971 | 07 | |||||||||||
PANAMA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321688 | 34907 | 1/26/1984 | 34907 | 10/15/1984 | 12 | |||||||||||
PANAMA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321689 | 38872 | 7/9/1985 | 38872 | 6/30/1986 | 12 | |||||||||||
PANAMA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370574 | 240669 | 5/12/2015 | 240669 | 11/23/2015 | 07 | |||||||||||
PAPUA NEW GUINEA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320195 | 59719 | 9/4/1996 | A59719 | 9/4/1996 | 07 | |||||||||||
PAPUA NEW GUINEA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320786 | 57619 | 3/9/1993 | 57619 | 3/9/1993 | 12 | |||||||||||
PAPUA NEW GUINEA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320920 | 57620 | 3/9/1993 | B57620 | 3/9/1993 | 12 | |||||||||||
PAPUA NEW GUINEA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321693 | 59061 | 9/25/1995 | A59061 | 9/25/1995 | 12 | |||||||||||
PAPUA NEW GUINEA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322145 | 59051 | 9/25/1995 | A59051 | 8/6/1997 | 012 | |||||||||||
PARAGUAY | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320196 | 728789 | 8/23/1996 | 312914 | 8/19/1997 | 07 | |||||||||||
PARAGUAY | FRIC-ROT | Fric-Rot S.A.I.C. | REGISTERED | 77115-320270 | 199824493 | 10/29/1998 | 376289 | 2/27/2013 | 12 | |||||||||||
PARAGUAY | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320387 | 01434 | 10/14/1985 | 299914 | 4/19/1996 | 12 | |||||||||||
PARAGUAY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320787 | 1487 | 9/11/1963 | 271561 | 8/10/1964 | 12 |
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PARAGUAY | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321284 | 437 | 3/20/1963 | 270566 | 12/28/1963 | 12 | |||||||||||
PARAGUAY | MYRIDE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321396 | 00191 | 1/4/2008 | 324386 | 9/30/2009 | 09 | |||||||||||
PARAGUAY | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421842 | 904432017 | 11/24/2017 | 12 | |||||||||||||
PARAGUAY | RANCHO SUSPENSION & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321989 | 23136 | 321371 | 9/22/1998 | 12 | ||||||||||||
PARAGUAY | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322199 | 29815 | 2/23/1995 | 287333 | 12/27/1995 | 12 | |||||||||||
PARAGUAY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321694 | 104114 | 4/1/1982 | 255460 | 10/27/1982 | 12 | |||||||||||
PARAGUAY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321696 | Unknown | 4/1/1982 | 255528 | 10/27/1982 | 07 | |||||||||||
PARAGUAY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322149 | 19580 | 9/22/1995 | 445232 | 11/26/1996 | 012 | |||||||||||
PARAGUAY | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-370590 | 151082015 | 4/8/2015 | 456659 | 4/13/2018 | 07 | |||||||||||
PERU | AUTOK (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320030 | 195856 | 11/17/2003 | 00035379 | 5/21/2004 | 037 | |||||||||||
PERU | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320128 | 183184 | 3/27/1991 | 92783 | 8/21/1991 | 12 |
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PERU | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320211 |
020644 | 9/9/1996 | 36320 | 6/9/1997 | 07 | |||||||||||
PERU | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320389 |
095357 | 10/17/1985 | 0061013 | 3/19/1986 | 12 | |||||||||||
PERU | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320789 |
166186 | 3/11/1960 | 35234 | 3/11/1960 | 12 | |||||||||||
PERU | MONROE CLUB | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321099 |
195858 | 11/17/2003 | 00035380 | 5/21/2004 | 35 | |||||||||||
PERU | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321285 |
114982 | 2/23/1963 | 17445 | 2/23/1963 | 12 | |||||||||||
PERU | OESPECTRUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 421843 |
728638 | 11/22/2017 | 00260685 | 1/29/2018 | 12 | |||||||||||
PERU | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322136 |
5650 | 5/14/1996 | 26817 | 7/1/1996 | 12 | |||||||||||
PERU | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322316 |
03010952006 | 12/26/2006 | 00125913 | 3/30/2007 | 12 | |||||||||||
PERU | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321698 |
58867 | 7/14/1982 | 46739 | 12/9/1982 | 07 | |||||||||||
PERU | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321702 |
58866 | 7/14/1982 | 46738 | 12/9/1982 | 12 | |||||||||||
PERU | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322151 |
279756 | 9/22/1995 | 24861 | 4/8/1996 | 12 | |||||||||||
PHILIPPINES | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320790 |
42008014690 | 12/4/2008 | 42008014690 | 11/19/2009 | 12 | |||||||||||
PHILIPPINES | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 422247 |
42017019918 | 12/11/2017 | 12 | |||||||||||||
PHILIPPINES | MONRO-MATIC (Refile) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322734 |
42012000445 | 1/11/2012 | 42012000445 | 4/12/2012 | 12 | |||||||||||
PHILIPPINES | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING |
77115- 421828-PH |
1385233 | 11/21/2017 | 012 | |||||||||||||
PHILIPPINES | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322139 |
42009006176 | 6/23/2009 | 42009006176 | 12/9/2010 | 12 | |||||||||||
PHILIPPINES | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322317 |
42006500513 | 12/6/2006 | 42006500513 | 1/21/2010 | 12 |
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PHILIPPINES | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322205 | 42006005008 | 5/11/2006 | 42006005008 | 11/10/2008 | 12 | |||||||||||
PHILIPPINES | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321706 | 42007005425 | 5/29/2007 | 42007005425 | 9/1/2011 | 12 | |||||||||||
PHILIPPINES | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322154 | 41996105061 | 1/4/1996 | 41996105061 | 4/16/2004 | 012 | |||||||||||
POLAND | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320084 | Z106188 | 2/18/1992 | R80625 | 2/20/1995 | 12 | |||||||||||
POLAND | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320105 | Z106189 | 2/18/1992 | R80478 | 1/30/1995 | 12 | |||||||||||
POLAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320213 | Z165125 | 10/8/1996 | 115129 | 4/21/2000 | 07 | |||||||||||
POLAND | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320307 | Z126986 | 11/23/1993 | R84445 | 8/16/1995 | 12 | |||||||||||
POLAND | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320390 | Z104934 | 1/10/1992 | R77305 | 6/16/1994 | 12 | |||||||||||
POLAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320792 | Z105003 | 1/13/1992 | R76862 | 5/19/1994 | 12 | |||||||||||
POLAND | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320921 | Z105001 | 1/13/1992 | R76860 | 1/13/1992 | 12 |
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POLAND | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321069 | 219424 | 6/5/2000 | 157178 | 7/28/2005 | 12 | |||||||||||
POLAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321201 | Z227491 | 11/20/2000 | 153264 | 11/17/2004 | 12 | |||||||||||
POLAND | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321907 | Z105002 | 1/13/1992 | R76861 | 5/19/1994 | 12 | |||||||||||
POLAND | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322203 | Z126987 | 11/23/1993 | R86720 | 10/25/1995 | 012 | |||||||||||
POLAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321709 | Z80511 | 6/3/1982 | R59304 | 6/3/1982 | 07, 12 | |||||||||||
POLAND | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322452 | Z121898 | 5/28/1993 | R93971 | 4/24/1997 | 12 | |||||||||||
POLAND | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322468 | Z102059 | 9/23/1991 | 74408 | 10/14/1993 | 06 | |||||||||||
POLAND | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321665 | Z102057 | 9/23/1991 | 74407 | 2/15/1994 | 06 | |||||||||||
PORTUGAL | AUTOK (Stylized) (Establishment Insignia) | TENNECO AUTOMOTIVE PORTUGAL COMP. PARA AUTO.,S.A. | REGISTERED | 77115-B | 13517 | 7/4/2001 | 13517 | 11/18/2002 | ||||||||||||
PORTUGAL | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320106 | 286946 | 10/26/1992 | 286946 | 7/12/1994 | 12 | |||||||||||
PORTUGAL | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320214 | 319170V | 9/11/1996 | 319170 | 6/9/1997 | 07 | |||||||||||
PORTUGAL | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320308 | 235194 | 5/27/1986 | 235194 | 12/5/1991 | 12 | |||||||||||
PORTUGAL | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320391 | 226950G | 9/28/1984 | 226950 | 6/15/1990 | 12 |
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PORTUGAL | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED |
77115- 322576-PT |
829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
PORTUGAL | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320794 |
163088S | 12/15/1959 | 163088S | 10/13/1960 | 12 | |||||||||||
PORTUGAL | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321071 |
347598 | 6/19/2000 | 347598 | 6/4/2001 | 12 | |||||||||||
PORTUGAL | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321202 |
351023H | 11/2/2000 | 351023 | 10/17/2001 | 12 | |||||||||||
PORTUGAL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321712 |
216759 | 6/24/1982 | 216759 | 4/18/1989 | 12 | |||||||||||
PORTUGAL | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321714 |
216758 | 6/24/1982 | 216758 | 4/18/1989 | 07 | |||||||||||
PORTUGAL | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322156 |
312666 | 9/22/1995 | 312666 | 1/15/1997 | 004, 006, 012, 016, 021, 035, 037, 039, 042, 41 | |||||||||||
PORTUGAL | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322453 |
281049 | 3/6/1992 | 281049 | 11/25/1993 | 12 | |||||||||||
PUERTO RICO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 320796 |
163 | 10/13/1961 | 12044 | 1/5/1962 | 12 | |||||||||||
PUERTO RICO | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 321288 |
14594 | 6/13/1979 | 22391 | 10/9/1979 | 12 | |||||||||||
PUERTO RICO | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED |
77115- 322146 |
59366 | 11/13/2007 | 74876 | 11/13/2007 | 12 |
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PUERTO RICO | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322336 | 70680 | 4/25/2007 | 213608 | 4/25/2007 | 35 | |||||||||||
PUERTO RICO | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322337 | 58193 | 4/25/2007 | 73779 | 3/22/2010 | 12 | |||||||||||
QATAR | MONROE | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422235 | 119086 | 12/6/2017 | 12 | |||||||||||||
QATAR | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322213 | 13665 | 7/9/1995 | 13665 | 7/2/2002 | 12 | |||||||||||
QATAR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321718 | 7864 | 2/15/1990 | 7864 | 2/15/1990 | 12 | |||||||||||
QATAR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321720 | 7863 | 2/15/1990 | 7863 | 2/15/1990 | 07 | |||||||||||
QATAR | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322160 | 13926 | 9/20/1995 | 13926 | 2/4/2003 | 012 | |||||||||||
ROMANIA | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320107 | 26283 | 2/4/1992 | 18125 | 2/4/1992 | 12 |
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ROMANIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320215 | 41074 | 10/1/1996 | 2R030012 | 9/29/1999 | 007 | |||||||||||
ROMANIA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320309 | 30391 | 11/17/1993 | R21536 | 11/17/1993 | 12 | |||||||||||
ROMANIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320396 | 26183 | 1/4/1992 | 2R021319 | 1/4/1992 | 12 | |||||||||||
ROMANIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320798 | 26284 | 2/4/1992 | 18126 | 2/4/1992 | 12 | |||||||||||
ROMANIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320923 | 26286 | 2/4/1992 | 18128 | 2/4/1992 | 12 | |||||||||||
ROMANIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321203 | M200004544 | 10/26/2000 | R047066 | 10/26/2000 | 12 | |||||||||||
ROMANIA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321912 | 26285 | 2/4/1992 | 2R018127 | 2/4/1992 | 12 | |||||||||||
ROMANIA | RIDE-LEVELLER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322208 | 30390 | 11/17/1993 | R21535 | 11/17/1993 | 12 | |||||||||||
ROMANIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321723 | 12593 | 7/28/1982 | 2R12634 | 7/28/1982 | 07, 12 | |||||||||||
ROMANIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322454 | 29498 | 6/24/1993 | 2R025763 | 10/31/1998 | 12 | |||||||||||
ROMANIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321664 | 25613 | 11/21/1991 | R19493 | 6/22/1996 | 06 | |||||||||||
ROMANIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321677 | 25614 | 11/12/1991 | R19494 | 6/22/1996 | 06 |
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RUSSIA | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320085 | 145938 | 11/19/1991 | 108792 | 10/16/1992 | 12 | |||||||||||
RUSSIA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320216 | 96711621 | 9/10/1996 | 166919 | 8/18/1998 | 07 | |||||||||||
RUSSIA | GILLET | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320426 | 2003718590 | 9/25/2003 | 278839 | 11/23/2004 | 12, 7 | |||||||||||
RUSSIA | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322575-RU | 980516 | 4/9/2008 | 980516 | 4/9/2008 | 12, 42 | |||||||||||
RUSSIA | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322590-RU | 980515 | 4/9/2008 | 980515 | 4/9/2008 | 12 | |||||||||||
RUSSIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320532 | 93041316 | 8/23/1993 | 127512 | 6/16/1995 | 12 |
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RUSSIA | MICHEL ALU | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320626 | 2000700578 | 1/12/2000 | 203482 | 7/9/2001 | 12 | |||||||||||
RUSSIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320799 | 145945 | 11/19/1991 | 108361 | 10/12/1992 | 12 | |||||||||||
RUSSIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320925 | 145947 | 11/19/1991 | 108793 | 10/16/1992 | 12 | |||||||||||
RUSSIA | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321073 | 2000713311 | 6/5/2000 | 211664 | 4/25/2002 | 12 | |||||||||||
RUSSIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321204 | 2000727156 | 10/26/2000 | 223115 | 9/27/2002 | 12 | |||||||||||
RUSSIA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321915 | 145946 | 11/19/1991 | 107660 | 9/1/1992 | 12 | |||||||||||
RUSSIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322150 | 97714285 | 9/24/1997 | 265490 | 3/18/2004 | 12 | |||||||||||
RUSSIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322318 | 2006735487 | 12/6/2006 | 342166 | 1/25/2008 | 012 | |||||||||||
RUSSIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322218 | 95704623 | 4/25/1995 | 143180 | 6/17/1996 | 12 | |||||||||||
RUSSIA | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321471 | 2011709719 | 4/1/2011 | 456508 | 3/15/2012 | 07 | |||||||||||
RUSSIA | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321599 | 2011709380 | 3/30/2011 | 459669 | 4/17/2012 | 12 | |||||||||||
RUSSIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321727 | 93950 | 4/23/1982 | 72903 | 4/23/1982 | 07, 12 | |||||||||||
RUSSIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321729 | 95710691 | 9/22/1995 | 166908 | 8/18/1998 | 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
RUSSIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322165 | 95710694 | 9/22/1995 | 166909 | 8/18/1998 | 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
RUSSIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322456 | 93041317 | 8/23/1993 | 127513 | 6/16/1995 | 12 | |||||||||||
RUSSIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321668 | 142750 | 9/16/1991 | 105962 | 6/29/1992 | 06 |
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RUSSIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321674 | 2000726427 | 10/19/2000 | 263570 | 2/11/2004 | 07, 12 | |||||||||||
RUSSIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321681 | 142749 | 9/16/1991 | 105961 | 6/29/1992 | 06 | |||||||||||
RUSSIA | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321919 | 2010731589 | 10/1/2010 | 442732 | 8/11/2011 | 007 | |||||||||||
RWANDA | GAS-MATIC | Monroe Auto Equipment Company | REGISTERED | 77115-320398 | N/A | 1/11/1985 | 2039DRK | 1/11/1985 | 12 | |||||||||||
SAUDI ARABIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320800 | 91291 | 8/1/2004 | 81043 | 10/22/2005 | 07 | |||||||||||
SAUDI ARABIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320802 | 91292 | 8/1/2004 | 81044 | 10/22/2005 | 12 | |||||||||||
SAUDI ARABIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320926 | 91294 | 8/1/2004 | 81090 | 10/22/2005 | 12 | |||||||||||
SAUDI ARABIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320927 | 91293 | 8/1/2004 | 81523 | 12/2/2005 | 07 | |||||||||||
SAUDI ARABIA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322153 | 116385 | 4/15/2007 | 101269 | 9/17/2008 | 12 | |||||||||||
SAUDI ARABIA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322319 | 111862 | 12/9/2006 | 122409 | 1/14/2011 | 12 | |||||||||||
SAUDI ARABIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322222 | 36239 | 6/17/1995 | 141603788 | 12/10/1995 | 12 | |||||||||||
SAUDI ARABIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321730 | 84114031 | 11/16/1982 | 11820 | 12/4/1985 | 07, 12 | |||||||||||
SAUDI ARABIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321733 | 30983 | 9/20/1995 | 141604243 | 10/15/1996 | 12 |
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SAUDI ARABIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322168 | 30992 | 9/20/1995 | 141604251 | 10/15/1996 | 12 | |||||||||||
SERBIA | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320086 | Z19912194 | 11/5/1991 | 38702 | 2/1/1995 | 12 | |||||||||||
SERBIA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320108 | Z19912151 | 10/31/1991 | 38662 | 1/12/1995 | 12 | |||||||||||
SERBIA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320310 | Z19930559 | 8/24/1993 | 40212 | 6/19/1997 | 12 | |||||||||||
SERBIA | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320475 | Z19930561 | 8/24/1993 | 40214 | 6/19/1997 | 12 | |||||||||||
SERBIA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320803 | Z19912045 | 10/14/1991 | 38631 | 1/10/1995 | 12 | |||||||||||
SERBIA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320928 | Z204491 | 10/14/1991 | 38630 | 1/10/1995 | 12 | |||||||||||
SERBIA | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321205 | Z20001062 | 11/22/2000 | 46991 | 4/22/2004 | 12 | |||||||||||
SERBIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-RS | 1385233 | 11/21/2017 | 012 | |||||||||||||
SERBIA | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322212 | Z19930560 | 8/24/1993 | 40213 | 6/19/1997 | 12 | |||||||||||
SERBIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321734 | Z18182 | 4/12/1982 | 28732 | 3/25/1986 | 01, 07, 12 | |||||||||||
SERBIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321680 | Z178591 | 9/3/1991 | 38556 | 12/13/1994 | 06 | |||||||||||
SERBIA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321687 | Z132197 | 11/24/1997 | 43371 | 7/13/2000 | 07 |
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SERBIA | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321685 | Z178491 | 9/3/1991 | 38555 | 12/13/1994 | 06 | |||||||||||
SERBIA | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422361 | Z20172004 | 12/19/2017 | 74760 | 4/20/2018 | 07 | |||||||||||
SINGAPORE | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320218 | S940096 | 9/3/1996 | T9609400F | 9/3/1996 | 07 | |||||||||||
SINGAPORE | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320804 | T8301484Z | 3/25/1983 | T8301484Z | 3/25/1983 | 12 | |||||||||||
SINGAPORE | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320930 | 140893 | 2/26/1993 | T9301408SG | 2/26/1993 | 12 | |||||||||||
SINGAPORE | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321289 | 32439 | 3/19/1963 | T6332429H | 3/19/1963 | 12 | |||||||||||
SINGAPORE | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-SG | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
SINGAPORE | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321822 | T0608107D | 4/28/2006 | T0608107D | 4/28/2006 | 12 | |||||||||||
SINGAPORE | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322157 | S1224997 | 10/6/1997 | T9712249F | 10/6/1997 | 12 |
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SINGAPORE | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321940 | T0626565E | 12/4/2006 | T0626565E | 12/4/2006 | 12 | |||||||||||
SINGAPORE | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322225 | T9501782B | 2/27/1995 | T9501782B | 2/27/1995 | 12 | |||||||||||
SINGAPORE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321737 | 499483 | 9/20/1983 | T8304994E | 9/20/1983 | 12 | |||||||||||
SINGAPORE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321739 | 499383 | 9/20/1983 | T8304993G | 9/20/1983 | 07 | |||||||||||
SINGAPORE | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322172 | 905795 | 9/22/1995 | T9509057J | 9/22/1995 | 12 | |||||||||||
SLOVAK REPUBLIC | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320087 | 65670 | 12/31/1991 | 174518 | 5/15/1995 | 12 | |||||||||||
SLOVAK REPUBLIC | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320219 | P0Z223596 | 8/27/1996 | 185549 | 5/25/1999 | 007 | |||||||||||
SLOVAK REPUBLIC | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320400 | 172128 | 1/3/1992 | 172128 | 11/16/1993 | 12 | |||||||||||
SLOVAK REPUBLIC | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320401 | 153493 | 8/30/1993 | 189252 | 2/15/2000 | 12 | |||||||||||
SLOVAK REPUBLIC | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320476 | 153293 | 8/30/1993 | 179185 | 12/19/1997 | 12 | |||||||||||
SLOVAK REPUBLIC | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320535 | 142393 | 8/19/1993 | 178712 | 11/25/1997 | 12 | |||||||||||
SLOVAK REPUBLIC | MICHEL ALU | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320627 | 832000 | 1/17/2000 | 195621 | 6/18/2001 | 07 | |||||||||||
SLOVAK REPUBLIC | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320806 | 65666 | 12/31/1991 | 174524 | 5/16/1995 | 12 |
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SLOVAK REPUBLIC | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320931 | 65668 | 12/31/1991 | 174552 | 5/18/1995 | 12 | |||||||||||
SLOVAK REPUBLIC | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321206 | 33022000 | 11/7/2000 | 199417 | 6/11/2002 | 12 | |||||||||||
SLOVAK REPUBLIC | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321918 | 65669 | 12/31/1991 | 174517 | 5/15/1995 | 12 | |||||||||||
SLOVAK REPUBLIC | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322216 | 153393 | 8/30/1993 | 179246 | 8/30/1993 | 12 | |||||||||||
SLOVAK REPUBLIC | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322457 | 142293 | 8/19/1993 | 178711 | 11/25/1997 | 12 | |||||||||||
SLOVAK REPUBLIC | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321691 | 6358291 | 9/6/1991 | 175013 | 6/23/1995 | 06 | |||||||||||
SLOVAK REPUBLIC | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321700 | 6358391 | 9/6/1991 | 175012 | 6/23/1995 | 06 | |||||||||||
SLOVENIA | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320536 | 30467936541 | 8/11/1993 | 9370723 | 5/21/1998 | 12 | |||||||||||
SLOVENIA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322459 | 3046793654 | 8/11/1993 | 9370724 | 2/9/1996 | 012 | |||||||||||
SOMALIA | GAS-MATIC | Monroe Auto Equipment Inc. | REGISTERED | 77115-320402 | 3352 | 4/16/1985 | 3352 | 4/16/1985 | 12 | |||||||||||
SOUTH AFRICA | ARMSTRONG (Stylized) | Armstrong Hydraulics SA (Pty) Limited | REGISTERED | 77115-351074 | 200104270 | 3/13/2001 | 200104270 | 3/13/2001 | 35 |
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SOUTH AFRICA | ARMSTRONG (Stylized) | Armstrong Hydraulics SA (Pty) Limited | REGISTERED | 77115-352194 | 200104271 | 3/13/2001 | 200104271 | 4/30/2014 | 37 | |||||||||||
SOUTH AFRICA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320220 | 199611919 | 8/23/1996 | 199611919 | 3/2/2000 | 07 | |||||||||||
SOUTH AFRICA | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320311 | 9601197 | 1/31/1996 | 199601197 | 1/10/2000 | 12 | |||||||||||
SOUTH AFRICA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320403 | 9601198 | 1/31/1996 | 199601198 | 1/28/1999 | 12 | |||||||||||
SOUTH AFRICA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320807 | 195904281 | 12/17/1959 | 195904281 | 4/26/1962 | 12 | |||||||||||
SOUTH AFRICA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320932 | 9601200 | 1/31/1996 | 199601200 | 1/31/1996 | 12 | |||||||||||
SOUTH AFRICA | MONROE GAS-MATIC & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321122 | 439089 | 5/18/1989 | 894390 | 5/18/1993 | 12 | |||||||||||
SOUTH AFRICA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421829 | 201734111 | 11/22/2017 | 12 | |||||||||||||
SOUTH AFRICA | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321920 | 9601199 | 1/31/1996 | 199601199 | 1/28/1999 | 12 | |||||||||||
SOUTH AFRICA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322161 | 200725669 | 11/6/2007 | 200725669 | 8/6/2010 | 12 | |||||||||||
SOUTH AFRICA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322233 | 955296 | 5/9/1995 | 199505926 | 3/23/1998 | 12 |
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SOUTH AFRICA | STRONGARM | Armstrong Hydraulics SA (Pty) Limited | PENDING | 77115-352191 | 841239 | 2/15/1984 | 12 | |||||||||||||
SOUTH AFRICA | STRONGARM | Armstrong Hydraulics SA (Pty) Limited | PENDING | 77115-352192 | 841237 | 2/15/1984 | 06 | |||||||||||||
SOUTH AFRICA | STRONGARM | Armstrong Hydraulics SA (Pty) Limited | PENDING | 77115-352193 | 841238 | 2/15/1984 | 07 | |||||||||||||
SOUTH AFRICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321744 | 198207624 | 9/29/1982 | 198207624 | 6/15/1984 | 07 | |||||||||||
SOUTH AFRICA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321747 | 198207625 | 9/29/1982 | 198207625 | 9/29/1982 | 12 | |||||||||||
SOUTH AFRICA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322178 | 9512650 | 9/22/1995 | 9512650 | 1/21/1999 | 012 | |||||||||||
SOUTH AFRICA | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322460 | 9601201 | 1/31/1996 | 199601201 | 1/21/1999 | 012 | |||||||||||
SOUTH AFRICA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321697 | 753183 | 6/23/1975 | B197503183 | 2/4/1977 | 12 | |||||||||||
SOUTH KOREA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320186 | 427681996 | 9/23/1996 | 399481 | 3/16/1998 | 12 | |||||||||||
SOUTH KOREA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320765 | 20080022193 | 12/12/1987 | 0168592 | 2/21/1989 | 12 | |||||||||||
SOUTH KOREA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320909 | 24751988 | 2/5/1988 | 171477 | 6/7/1989 | 07, 12 | |||||||||||
SOUTH KOREA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | PENDING | 77115-434093-KR | 1418260 | 6/7/2018 | 12 | |||||||||||||
SOUTH KOREA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-KR | 1385233 | 11/21/2017 | 012 |
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SOUTH KOREA | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321795 | 4020060023204 | 5/1/2006 | 400703909 | 3/26/2007 | 12 | |||||||||||
SOUTH KOREA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322107 | 221942008 | 2/13/1998 | 0436656 | 12/30/1998 | 12 | |||||||||||
SOUTH KOREA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322310 | 20060062302 | 12/8/2006 | 400726916 | 10/30/2007 | 12 | |||||||||||
SOUTH KOREA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322074 | 4019950008843 | 3/10/1995 | 360235 | 4/21/1997 | 07, 12 | |||||||||||
SOUTH KOREA | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-353280 | 4020149366 | 2/11/2014 | 401120114 | 7/28/2015 | 09, 12 | |||||||||||
SOUTH KOREA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321571 | 924029 | 4/30/1982 | 88588 | 2/4/1983 | 07, 12 | |||||||||||
SOUTH KOREA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322091 | 5020070013799 | 9/25/1995 | 400373072 | 8/25/1997 | 12 | |||||||||||
SOUTH KOREA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-334166 | 40201271643 | 11/19/2012 | 401000387 | 10/11/2013 | 12 | |||||||||||
SOUTH KOREA | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321913 | 4020100050894 | 10/4/2010 | 400896209 | 12/26/2011 | 007 | |||||||||||
SPAIN | ALUMINOX PRO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320027 | M26260123 | 12/3/2004 | 2626012 | 11/18/2005 | 07 | |||||||||||
SPAIN | CONTROL 4 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320061 | 2474520 | 5/8/2002 | 2474520 | 11/5/2002 | 12 | |||||||||||
SPAIN | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320089 | 1565990 | 5/3/1990 | 1565990 | 5/5/1993 | 12 | |||||||||||
SPAIN | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320109 | 1565991 | 5/3/1990 | 1565991 | 5/5/1993 | 12 |
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SPAIN | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320221 | 2049007 | 9/25/1996 | 2049007 | 12/22/1997 | 12 | |||||||||||
SPAIN | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320312 | 1147900 | 5/23/1986 | 1147900 | 5/5/1988 | 12 | |||||||||||
SPAIN | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576-ES | 829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
SPAIN | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320477 | 407313 | 8/16/1962 | MO407313 | 12/11/1962 | 12 | |||||||||||
SPAIN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320808 | 430305 | 9/5/1963 | 0430305 | 1/3/1964 | 12 | |||||||||||
SPAIN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320933 | 1916440 | 8/1/1994 | 1916440 | 3/3/1995 | 12 | |||||||||||
SPAIN | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321075 | 2324791 | 6/14/2000 | 2324791 | 6/14/2000 | 12 | |||||||||||
SPAIN | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321207 | 2358621 | 11/20/2000 | 2358621 | 6/5/2001 | 12 | |||||||||||
SPAIN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322166 | 2505443 | 9/26/2002 | 2505443 | 9/5/2003 | 07, 12 | |||||||||||
SPAIN | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322220 | 0656470 | 10/20/1971 | 0656470 | 3/1/1973 | 12 | |||||||||||
SPAIN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321748 | 1007710 | 5/31/1982 | M1007710 | 6/6/1983 | 12 | |||||||||||
SPAIN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321752 | 1007709 | 5/31/1982 | M1007709 | 6/6/1983 | 07 | |||||||||||
SPAIN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322181 | 1986593 | 9/22/1995 | 1986593 | 3/5/1997 | 012 |
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SPAIN | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322469 | 1688217 | 3/4/1992 | MI1688217 | 11/5/1993 | 012 | |||||||||||
SPAIN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321701 | 0661459 | 12/17/1971 | 0661459 | 11/12/1973 | 12 | |||||||||||
SPAIN | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321711 | 938636 | 4/9/1980 | 938636 | 12/5/1981 | 012 | |||||||||||
SPAIN | WALKER ALUMINOX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321761 | 2031999 | 5/30/1996 | 2031999 | 7/7/1997 | 07 | |||||||||||
SRI LANKA | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320222 | 86410 | 12/29/1997 | 86410 | 9/8/2004 | 07 | |||||||||||
SRI LANKA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-320810 | 158333 | 10/4/2010 | 12 | |||||||||||||
SRI LANKA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321290 | 24396 | 3/19/1963 | 24396 | 3/18/1991 | 12 | |||||||||||
SRI LANKA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321753 | 48284 | 10/5/1984 | 48284 | 2/22/1990 | 07 | |||||||||||
SRI LANKA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321757 | 48285 | 10/5/1984 | 48285 | 10/5/1984 | 12 | |||||||||||
SRI LANKA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322182 | 75821 | 9/22/1995 | 75821 | 10/23/2006 | 012 |
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ST MAARTEN | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-407994 | 07243 | 2/3/1997 | 06051 | 3/7/1997 | 12 | |||||||||||
ST MAARTEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-392373 | 06053 | 12 | ||||||||||||||
ST MAARTEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321641B | 06052 | 3/3/1983 | 06052 | 3/3/1983 | 07, 12 | |||||||||||
ST MAARTEN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-392374 | 06050 | 12 | ||||||||||||||
SUDAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322186 | 35396 | 5/20/2006 | 35396 | 5/3/2012 | 012 | |||||||||||
SURINAME | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320405 | 11649 | 10/1/1985 | 11649 | 10/1/1985 | 12 | |||||||||||
SURINAME | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321764 | 14577 | 9/22/1995 | 14568 | 9/22/1995 | 12 | |||||||||||
SURINAME | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322189 | 14586 | 9/22/1995 | 14581 | 9/22/1995 | 12 |
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SWEDEN | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320091 | 9004222 | 5/9/1990 | 229959 | 1/31/1992 | 12 | |||||||||||
SWEDEN | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320110 | 9004223 | 5/9/1990 | 229960 | 1/31/1992 | 12 | |||||||||||
SWEDEN | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320224 | 967634 | 8/22/1996 | 321961 | 2/28/1997 | 07 | |||||||||||
SWEDEN | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320313 | 387786 | 5/21/1986 | 205366 | 4/10/1987 | 12 | |||||||||||
SWEDEN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320811 | 9502200 | 2/23/1995 | 314659 | 6/28/1996 | 12 | |||||||||||
SWEDEN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320934 | 976246 | 7/2/1997 | 332641 | 8/27/1999 | 12 | |||||||||||
SWEDEN | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321076 | 0004449 | 6/5/2000 | 353141 | 3/8/2002 | 12 | |||||||||||
SWEDEN | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321208 | 0008259 | 10/31/2000 | 349516 | 10/19/2001 | 12 | |||||||||||
SWEDEN | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321924 | 814725 | 9/10/1981 | 180203 | 2/19/1992 | 12 | |||||||||||
SWEDEN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322170 | 895379 | 6/5/1989 | 251759 | 9/17/1993 | 12 | |||||||||||
SWEDEN | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322224 | 814726 | 9/10/1981 | 187477 | 7/29/1983 | 12 | |||||||||||
SWEDEN | STARLA | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-339295 | 200802917 | 3/26/2008 | 0398511 | 10/31/2008 | 07 | |||||||||||
SWEDEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321768 | 822262 | 4/7/1982 | 195884 | 4/26/1985 | 12 | |||||||||||
SWEDEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321774 | 9510741 | 9/22/1995 | 329070 | 11/27/1998 | 06, 12 |
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SWEDEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321777 | 961519 | 2/9/1996 | 315330 | 7/26/1996 | 07 | |||||||||||
SWEDEN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322192 | 9510742 | 9/22/1995 | 329071 | 11/27/1998 | 06, 12 | |||||||||||
SWEDEN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322194 | 951520 | 2/9/1996 | 315331 | 7/26/1996 | 07 | |||||||||||
SWEDEN | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322470 | 922435 | 3/11/1992 | 246357 | 2/5/1993 | 012 | |||||||||||
SWEDEN | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321715 | 172872 | 4/18/1972 | 151726 | 6/19/1975 | 08, 12 | |||||||||||
SWITZERLAND | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320092 | 334719905 | 5/2/1990 | P385584 | 10/2/1991 | 12 | |||||||||||
SWITZERLAND | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320111 | 334819907 | 5/2/1990 | P385585 | 10/2/1991 | 12 |
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SWITZERLAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320225 | 063531996 | 9/3/1996 | 443014 | 7/21/1997 | 07 | |||||||||||
SWITZERLAND | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320314 | 031301986 | 5/16/1986 | P352200 | 5/2/1987 | 12 | |||||||||||
SWITZERLAND | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576-CH | 829372 | 2/4/2004 | 829372 | 2/4/2004 | 09, 12 | |||||||||||
SWITZERLAND | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320480 | 4582 | 9/17/1962 | 323134 | 10/31/1962 | 12 | |||||||||||
SWITZERLAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320812 | 5278 | 9/19/1983 | 327899 | 2/20/1984 | 12 | |||||||||||
SWITZERLAND | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320935 | 367019947 | 6/1/1994 | P425239 | 7/18/1996 | 12 | |||||||||||
SWITZERLAND | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321077 | 065802000 | 6/2/2000 | P478696 | 11/20/2000 | 12 | |||||||||||
SWITZERLAND | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321209 | 127922000 | 10/26/2000 | P484039 | 4/26/2001 | 12 | |||||||||||
SWITZERLAND | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321230 | 031311986 | 5/16/1986 | 352201 | 5/16/1986 | 12 | |||||||||||
SWITZERLAND | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-CH | 1385233 | 11/21/2017 | 012 | |||||||||||||
SWITZERLAND | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322174 | 638602007 | 12/6/2007 | 570025 | 4/4/2008 | 12 | |||||||||||
SWITZERLAND | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322227 | 072081991 | 10/25/1991 | 393580 | 6/10/1992 | 12 | |||||||||||
SWITZERLAND | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322242 | 32319950 | 1/17/1995 | P425350 | 7/18/1996 | 012 | |||||||||||
SWITZERLAND | SOLID SCR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321475 | 539912011 | 4/1/2011 | 621441 | 10/14/2011 | 07 | |||||||||||
SWITZERLAND | T.R.U.E.-CLEAN | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321355 | 537912011 | 3/29/2011 | 618394 | 8/17/2011 | 07 | |||||||||||
SWITZERLAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321780 | 3403 | 6/13/1983 | 326808 | 12/23/1983 | 03, 07, 12, 29, 31 |
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SWITZERLAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322197 | 112161995 | 9/22/1995 | 431836 | 12/3/1996 | 12 | |||||||||||
SWITZERLAND | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322471 | 171692 | 2/24/1992 | 397928 | 1/20/1993 | 12 | |||||||||||
SWITZERLAND | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321704 | 171419920 | 2/24/1992 | 398941 | 2/24/1992 | 001, 006, 007, 008, 009, 012, 017 | |||||||||||
SWITZERLAND | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321722 | 2842 | 6/5/1980 | 307818 | 6/5/1980 | 07, 08, 12 | |||||||||||
SWITZERLAND | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321922 | 630922010 | 12/1/2010 | 612881 | 3/10/2011 | 007 | |||||||||||
SYRIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-SY | 1386972 | 12/6/2017 | 12 | |||||||||||||
SYRIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321781 | 30188 | 5/8/1982 | 41805/41806 | 5/8/1982 | 07, 12, 29, 31 | |||||||||||
TAIWAN | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320226 | 8547220 | 9/18/1996 | 828995 | 12/1/1998 | 12 | |||||||||||
TAIWAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320813 | 7028881 | 8/27/1981 | 187384 | 8/16/1982 | 12 | |||||||||||
TAIWAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320815 | None | 7/1/1989 | 00447886 | 7/1/1989 | 82 | |||||||||||
TAIWAN | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422248 | 106077216 | 12/6/2017 | 01935496 | 12 |
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TAIWAN | MONROE (In Mandarin) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320953 | 077046032 | 10/6/1988 | 00447886 | 7/1/1989 | 82 | |||||||||||
TAIWAN | MONROE (In Meng Nuo) (Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320955 | 87049465 | 10/9/1998 | 00963143 | 10/1/2001 | 12 | |||||||||||
TAIWAN | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321825 | 095021768 | 4/28/2006 | 01248931 | 2/1/2007 | 12 | |||||||||||
TAIWAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322179 | 097031228 | 7/2/2008 | 01355864 | 4/1/2009 | 12 | |||||||||||
TAIWAN | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321943 | 95061127 | 12/7/2006 | 01274717 | 8/16/2007 | 12 | |||||||||||
TAIWAN | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322247 | 848726 | 2/28/1995 | 00740538 | 12/16/1996 | 12 | |||||||||||
TAIWAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321785 | 7117119 | 5/26/1982 | 215844 | 7/1/1983 | 90 | |||||||||||
TAIWAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321787 | 84052190 | 10/19/1995 | 819359 | 10/1/1998 | 12 | |||||||||||
TAIWAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322198 | 84047860 | 9/21/1995 | 819358 | 10/1/1998 | 12 |
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TAIWAN | TENNECO & Design (Horizon) (In Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322256 | 84053224 | 10/24/1995 | 00797803 | 3/1/1998 | 12 | |||||||||||
TAIWAN | TENNECO (In Chinese) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322356 | 84052184 | 10/19/1995 | 00797687 | 3/1/1998 | 12 | |||||||||||
TAIWAN | WAN LI LU & Design (MONROE in Chinese, 万里路) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321832 | 90047547 | 11/21/2001 | 1026828 | 12/16/2002 | 012 | |||||||||||
TAJIKISTAN | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320407 | 94002411 | 12/29/1994 | TJ1728 | 12/29/1994 | 12 | |||||||||||
TAJIKISTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320816 | 00005618 | 10/26/2000 | TJ5261 | 12/14/2001 | 07, 12 | |||||||||||
TAJIKISTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322184 | 0278 | 10/26/2000 | 5262 | 12/14/2001 | 07, 12 | |||||||||||
TAJIKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321788 | 95003193 | 6/22/1995 | TJ2184 | 6/22/1995 | 07, 12 | |||||||||||
TAJIKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321791 | 95003363 | 9/22/1995 | TJ3177 | 8/4/1998 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
TAJIKISTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322201 | 95003364 | 9/22/1995 | TJ3178 | 8/4/1998 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
TAJIKISTAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321708 | 00005619 | 10/26/2000 | 5279 | 12/21/2001 | 07, 12 |
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THAILAND | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320227 | 319585 | 10/10/1996 | Kor77786 | 9/10/1998 | 12 | |||||||||||
THAILAND | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320817 | 410570 | 2/13/1980 | Kor111240 | 12/20/1982 | 12 | |||||||||||
THAILAND | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422249 | 170143510 | 12/14/2017 | 12 | |||||||||||||
THAILAND | MONROE & Design (New Wing) (in Thai) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320948 | 316888 | 11/11/1986 | Kor60325 | 7/1/1987 | 12 | |||||||||||
THAILAND | MONROMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321234 | 247665 | 7/12/1963 | Kor5126 | 7/12/1963 | 12 | |||||||||||
THAILAND | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421837 | 170142272 | 12/1/2017 | 12 | |||||||||||||
THAILAND | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321829 | 624934 | 4/28/2006 | Kor263164 | 6/21/2007 | 12 | |||||||||||
THAILAND | RANCHO (Stylized) (Red) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322288 | 413005 | 3/5/1990 | Kor112209 | 3/5/1990 | 12 |
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THAILAND | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322005 | 413006 | 3/5/1990 | Kor112213 | 3/5/1990 | 12 | |||||||||||
THAILAND | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322253 | 284538 | 4/26/1995 | Kor39076 | 12/21/1995 | 12 | |||||||||||
THAILAND | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321792 | 293998 | 9/22/1995 | Kor48306 | 8/16/1996 | 12 | |||||||||||
THAILAND | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322204 | 294007 | 9/22/1995 | Kor48305 | 8/16/1996 | 12 | |||||||||||
THAILAND | TENNECO & Design (Horizon) (in Thai) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322349 | 294027 | 9/22/1995 | Kor48319 | 8/16/1996 | 012 | |||||||||||
THAILAND | TENNECO (In Thai) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322361 | 294017 | 9/22/1995 | Kor48008 | 8/9/1996 | 12 | |||||||||||
TRINIDAD & TOBAGO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320818 | 21590 | 4/29/1993 | B21590 | 8/10/1995 | 06 | |||||||||||
TRINIDAD & TOBAGO | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320937 | 21588 | 4/29/1993 | 21588 | 8/13/1998 | 06 | |||||||||||
TRINIDAD & TOBAGO | MONROMATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321235 | 4120 | 1/6/1981 | B4120 | 1/6/1981 | 22 | |||||||||||
TRINIDAD & TOBAGO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321796 | 14101 | 6/10/1983 | 14101 | 6/10/1983 | 13 | |||||||||||
TRINIDAD & TOBAGO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321797 | 14100 | 6/10/1983 | 14100 | 7/8/1986 | 07 | |||||||||||
TRINIDAD & TOBAGO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321799 | 14099 | 6/10/1983 | 14099 | 7/8/1986 | 06 | |||||||||||
TRINIDAD & TOBAGO | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321807 | 38821 | 8/8/2007 | 38821 | 3/4/2009 | 12 |
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TRINIDAD & TOBAGO | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322206 | 41502 | 10/8/2009 | 41502 | 12/9/2010 | 012 | |||||||||||
TUNISIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320408 | EE991836 | 11/4/1999 | EE84355 | 12/26/1984 | 12 | |||||||||||
TUNISIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-TN | 1386972 | 12/6/2017 | 12 | |||||||||||||
TUNISIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-TN | 1385233 | 11/21/2017 | 012 | |||||||||||||
TUNISIA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322257 | EE950677 | 5/9/1995 | EE092722 | 5/9/1995 | 12 | |||||||||||
TUNISIA | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321812 | EE101902 | 9/22/1995 | EE101902 | 9/22/1995 | 06, 12 | |||||||||||
TUNISIA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322209 | TNE19951270 | 9/22/1995 | TNE19951270 | 9/22/1995 | 006, 012 | |||||||||||
TURKEY | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320229 | 14310 | 9/30/1996 | 193852 | 9/30/1996 | 07, 12 | |||||||||||
TURKEY | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320410 | 4158485 | 8/5/1985 | 88469 | 8/5/1985 | 12 | |||||||||||
TURKEY | LOAD-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320481 | 81073087 | 12/21/1981 | 131154 | 12/21/1981 | 12 | |||||||||||
TURKEY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320819 | 24240 | 2/13/1960 | 84163 | 5/3/1960 | 06, 07, 12 | |||||||||||
TURKEY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320938 | 969210 | 6/25/1996 | 188949 | 6/25/1996 | 12 |
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TURKEY | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321079 | 200012990 | 6/28/2000 | 200012990 | 6/28/2000 | 12 | |||||||||||
TURKEY | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321210 | 200023833 | 11/2/2000 | 200023833 | 11/2/2000 | 12 | |||||||||||
TURKEY | OESpectrum | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421828-TR | 1385233 | 11/21/2017 | 012 | |||||||||||||
TURKEY | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321930 | 1256882 | 2/10/1982 | 132172 | 2/10/1982 | 12 | |||||||||||
TURKEY | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322187 | 200759443 | 11/16/2007 | 200759443 | 9/25/2008 | 12 | |||||||||||
TURKEY | RIDE-LEVELER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322230 | 81073702 | 12/21/1981 | 131207 | 12/21/1981 | 12 | |||||||||||
TURKEY | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322260 | 472995 | 5/22/1995 | 160651 | 5/22/1995 | 12 | |||||||||||
TURKEY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321815 | 90695 | 9/15/1982 | 136877 | 9/15/1982 | 07, 12, 29, 31 | |||||||||||
TURKEY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321818 | 95010401 | 9/21/1995 | 167954 | 9/21/1995 | 04, 06, 12, 16, 21 | |||||||||||
TURKEY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322211 | 95010403 | 9/21/1995 | 168274 | 9/21/1995 | 04, 06, 12, 16, 21 | |||||||||||
TURKEY | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-391127 | 201641474 | 5/6/2016 | 201641474 | 2/1/2017 | 07, 12 | |||||||||||
TURKEY | WALKER & Design (New) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-394951 | 201641491 | 5/6/2016 | 201641491 | 12/8/2016 | 07, 12 | |||||||||||
TURKMENISTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320821 | 20000368 | 10/24/2000 | 7626 | 3/1/2002 | 07, 12 | |||||||||||
TURKMENISTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322191 | 20000370 | 10/24/2000 | 7625 | 3/1/2002 | 07, 12 | |||||||||||
TURKMENISTAN | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321952 | 20060490 | 12/5/2006 | 9668 | 2/1/2008 | 12 | |||||||||||
TURKMENISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321820 | 1884 | 6/9/1995 | 673 | 6/27/1997 | 07, 12 | |||||||||||
TURKMENISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321826 | 3880 | 9/22/1995 | 4652 | 7/4/2000 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 |
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TURKMENISTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322214 | 3879 | 9/22/1995 | 4651 | 7/4/2000 | 04, 06, 12, 16, 21, 35, 37, 39, 41, 42 | |||||||||||
TURKMENISTAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321713 | 20000369 | 10/24/2000 | 7716 | 4/12/2002 | 007, 012 | |||||||||||
UKRAINE | DESIGN (Firm Grip Logo) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320112 | 95030698T | 3/17/1995 | 9286 | 12/25/1997 | 12 | |||||||||||
UKRAINE | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320230 | 96092148T | 9/16/1996 | 16549 | 10/16/2000 | 07 | |||||||||||
UKRAINE | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320315 | 95030686T | 3/15/1995 | 13013 | 7/19/1999 | 12 | |||||||||||
UKRAINE | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320413 | 9503068T | 3/15/1995 | 13014 | 7/19/1999 | 12 | |||||||||||
UKRAINE | MICHEL ALU | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320628 | 2000010193 | 1/20/2000 | 26066 | 7/15/2002 | 12 | |||||||||||
UKRAINE | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320822 | 95050685T | 3/15/1995 | 9285 | 12/25/1997 | 12 | |||||||||||
UKRAINE | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320823 | 2000104729 | 10/23/2000 | 29871 | 2/17/2003 | 12 | |||||||||||
UKRAINE | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320939 | 95030700T | 3/17/1995 | 9288 | 12/25/1997 | 12 | |||||||||||
UKRAINE | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321211 | 2000104848 | 10/27/2000 | 29888 | 2/17/2003 | 12 | |||||||||||
UKRAINE | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-UA | 1385233 | 11/21/2017 | 012 | |||||||||||||
UKRAINE | RADIAL-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321933 | 95030688T | 3/15/1995 | 13015 | 7/19/1999 | 12 |
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UKRAINE | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322241 | 2000104731 | 10/23/2000 | 29873 | 2/17/2003 | 12 | |||||||||||
UKRAINE | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321955 | M200619979 | 12/18/2006 | 93914 | 7/10/2008 | 12 | |||||||||||
UKRAINE | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322262 | 95051640 | 5/6/1995 | 13445 | 8/30/1999 | 12 | |||||||||||
UKRAINE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321830 | 72903 | 6/18/1993 | 4386 | 4/15/1994 | 07, 12 | |||||||||||
UKRAINE | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321831 | 95113204T | 11/16/1995 | 15316 | 12/15/2000 | 12 | |||||||||||
UKRAINE | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322217 | 95092785 | 9/22/1995 | 19154 | 4/16/2001 | 06, 12, 16, 21 | |||||||||||
UKRAINE | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322472 | 93126194T | 12/28/1993 | 10296 | 8/31/1998 | 012 | |||||||||||
UKRAINE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321717 | T3602962 | 9/16/1991 | 6629 | 6/29/1992 | 006 | |||||||||||
UKRAINE | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321719 | 2000104730 | 10/23/2000 | 29872 | 2/17/2003 | 12 | |||||||||||
UKRAINE | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321726 | T3602963 | 9/16/1991 | 6628 | 6/29/1992 | 006 | |||||||||||
UNITED ARAB EMR | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320414 | 24354 | 11/19/1997 | 50626 | 1/11/2005 | 12 | |||||||||||
UNITED ARAB EMR | MONROE | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422236 | 286125 | 1/17/2018 | 12 | |||||||||||||
UNITED ARAB EMR | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422250 | 286126 | 1/17/2018 | 12 | |||||||||||||
UNITED ARAB EMR | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322244 | 24355 | 11/19/1997 | 48463 | 9/13/2004 | 12 | |||||||||||
UNITED ARAB EMR | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321959 | 88210 | 12/6/2006 | 88603 | 5/18/2008 | 12 | |||||||||||
UNITED ARAB EMR | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322263 | 13156 | 10/8/1995 | 13860 | 3/1/1998 | 12 | |||||||||||
UNITED ARAB EMR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321842 | 12798 | 9/20/1995 | 12551 | 10/19/1997 | 12 |
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UNITED ARAB EMR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321845 | 13886 | 11/20/1995 | 8728 | 2/24/1997 | 12 | |||||||||||
UNITED ARAB EMR | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321847 | 13885 | 11/20/1995 | 8727 | 2/24/1997 | 07 | |||||||||||
UNITED ARAB EMR | TENNECO & Design (Horizon) | Tenneco Management Company | REGISTERED | 77115-322219 | 12808 | 9/20/1995 | 12602 | 10/19/1997 | 12 | |||||||||||
UNITED KINGDOM | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320094 | 1425699 | 5/2/1990 | 1425699 | 8/9/1991 | 12 | |||||||||||
UNITED KINGDOM | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320144 | 1551524 | 10/25/1993 | 1551524 | 8/12/1994 | 12 | |||||||||||
UNITED KINGDOM | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320231 | 2109796 | 9/11/1996 | 2109796 | 5/16/1997 | 07 | |||||||||||
UNITED KINGDOM | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322568 | Unknown | 3/22/1994 | 1566341 | 11/17/1993 | 12 | |||||||||||
UNITED KINGDOM | KINETIC (Stylized) and Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-320447 | 1566341 | 3/22/1994 | 1566341 | 5/16/1997 | 12 | |||||||||||
UNITED KINGDOM | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320824 | 1012217 | 6/4/1973 | 1012217 | 6/4/1973 | 12 |
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UNITED KINGDOM | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320940 | 1574072 | 6/2/1994 | 1574072 | 3/29/1996 | 12 | |||||||||||
UNITED KINGDOM | MONROE ADVENTURE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321080 | 2235118 | 6/6/2000 | 2235118 | 11/10/2000 | 12 | |||||||||||
UNITED KINGDOM | MONROE GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321118 | 1261579 | 2/28/1986 | 1261579 | 2/28/1993 | 12 | |||||||||||
UNITED KINGDOM | MONROE LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321172 | 1323857 | 10/13/1987 | 1323857 | 3/27/1990 | 12 | |||||||||||
UNITED KINGDOM | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321212 | 2250602 | 10/31/2000 | 2250602 | 12/21/2001 | 12 | |||||||||||
UNITED KINGDOM | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828-GB | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
UNITED KINGDOM | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322250 | 1401288 | 6/8/1989 | 1401288 | 7/30/1993 | 12 | |||||||||||
UNITED KINGDOM | RANCHO SUSPENSION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322098 | 1401289 | 6/8/1989 | 1401289 | 7/30/1993 | 12 | |||||||||||
UNITED KINGDOM | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321849 | 1075934 | 3/21/1977 | 1075934 | 3/21/1977 | 12 | |||||||||||
UNITED KINGDOM | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321851 | 1125271 | 12/6/1979 | 1125271 | 12/6/1979 | 07 | |||||||||||
UNITED KINGDOM | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322223 | 2038109 | 9/20/1995 | 2038109B | 11/29/1996 | 012 | |||||||||||
UNITED KINGDOM | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322473 | 1491257 | 2/17/1992 | 1491257 | 11/5/1993 | 12 | |||||||||||
UNITED STATES | 171504 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-319999 | 77/456,046 | 4/23/2008 | 4,014,058 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171615 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320001 | 77/456,035 | 4/23/2008 | 4,014,054 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171616 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320003 | 77/456,030 | 4/23/2008 | 4,014,052 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171661 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320004 | 77/456,040 | 4/23/2008 | 4,014,056 | 8/16/2011 | 12 |
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UNITED STATES | 171672 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320005 | 77/456,031 | 4/23/2008 | 4,014,053 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171878 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320007 | 77/470,209 | 5/9/2008 | 4,010,607 | 8/9/2011 | 12 | |||||||||||
UNITED STATES | 171880 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320008 | 77/456,044 | 4/23/2008 | 4,014,057 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171920 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320009 | 77/456,051 | 4/23/2008 | 4,014,059 | 8/16/2011 | 12 | |||||||||||
UNITED STATES | 171994 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320011 | 77/456,036 | 4/23/2008 | 4,014,055 | 8/16/2011 | 012 | |||||||||||
UNITED STATES | 4 MORE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320012 | 77/485,740 | 5/29/2008 | 3,628,499 | 5/26/2009 | 041 | |||||||||||
UNITED STATES | 901940 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320014 | 77/481,462 | 5/22/2008 | 3,756,534 | 3/9/2010 | 012 | |||||||||||
UNITED STATES | 901944 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320015 | 77/481,458 | 5/22/2008 | 3,649,651 | 7/7/2009 | 012 | |||||||||||
UNITED STATES | 902941 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320016 | 77/481,493 | 5/22/2008 | 3,649,652 | 7/7/2009 | 012 | |||||||||||
UNITED STATES | 902949 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320017 | 77/481,453 | 5/22/2008 | 3,649,650 | 7/7/2009 | 012 | |||||||||||
UNITED STATES | 902973 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320018 | 77/481,497 | 5/22/2008 | 3,756,538 | 3/9/2010 | 012 | |||||||||||
UNITED STATES | 902999 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320020 | 77/481,471 | 5/22/2008 | 3,756,535 | 3/9/2010 | 012 | |||||||||||
UNITED STATES | 903900 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320021 | 77/481,485 | 5/22/2008 | 3,756,537 | 3/9/2010 | 012 | |||||||||||
UNITED STATES | 904919 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320022 | 77/481,477 | 5/22/2008 | 3,756,536 | 3/9/2010 | 012 | |||||||||||
UNITED STATES | BLACKJACK HEADERS & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320034 | 73/158,357 | 2/13/1978 | 1,108,544 | 12/12/1978 | 12 |
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UNITED STATES | C & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-388392 | 86/915,270 | 2/22/2016 | 5,282,048 | 9/5/2017 | 012 | |||||||||||
UNITED STATES | CALCAT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320046 | 77/512,590 | 7/1/2008 | 3,632,924 | 6/2/2009 | 007 | |||||||||||
UNITED STATES | CLEANEGR | Tenneco Automotive Operating Company Inc. | PENDING | 77115-418585 | 87/651,384 | 10/19/2017 | 07 | |||||||||||||
UNITED STATES | CLEVEBLOC | The Pullman Company | REGISTERED | 77115-320057 | 76/364,225 | 1/22/2002 | 2,850,130 | 6/8/2004 | 012 | |||||||||||
UNITED STATES | DESIGN (Bird Head) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320068 | 73/031,015 | 9/3/1974 | 1,028,585 | 12/30/1975 | 012 | |||||||||||
UNITED STATES | DRIV | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-369713 | 86/552,590 | 3/4/2015 | 12, 40 | |||||||||||||
UNITED STATES | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320145 | 77/194,261 | 5/31/2007 | 3,380,783 | 2/12/2008 | 007 | |||||||||||
UNITED STATES | DYNOMAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-332967 | 85/752,727 | 10/12/2012 | 4,309,233 | 3/26/2013 | 18, 25 |
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UNITED STATES | DYNOMAX & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320232 | 76/287,113 | 7/18/2001 | 2,538,253 | 2/12/2002 | 007 | |||||||||||
UNITED STATES | DYNOMAX VT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320234 | 77/879,453 | 11/24/2009 | 3,927,456 | 3/8/2011 | 007 | |||||||||||
UNITED STATES | ECONO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320237 | 77/854,118 | 10/21/2009 | 3,839,264 | 8/24/2010 | 012 | |||||||||||
UNITED STATES | ERIS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320240 | 76/236,170 | 4/5/2001 | 2,636,998 | 10/15/2002 | 009 | |||||||||||
UNITED STATES | EXHAUST MATE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320244 | 85/094,422 | 7/28/2010 | 4,064,282 | 11/29/2011 | 07 | |||||||||||
UNITED STATES | EXHAUST-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320249 | 85/094,419 | 7/28/2010 | 4,071,468 | 12/13/2011 | 007 | |||||||||||
UNITED STATES | EXPERT PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320252 | 77/416,341 | 3/7/2008 | 3,508,519 | 9/30/2008 | 035 | |||||||||||
UNITED STATES | GAS-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320316 | 73/568,605 | 11/14/1985 | 1,396,687 | 6/10/1986 | 012 | |||||||||||
UNITED STATES | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320416 | 74/079,767 | 7/19/1990 | 1,645,144 | 5/21/1991 | 012 | |||||||||||
UNITED STATES | GRIPPER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320431 | 78/071,716 | 6/29/2001 | 2,897,979 | 10/26/2004 | 007 | |||||||||||
UNITED STATES | HARRIS (Stylized) | The Pullman Company | REGISTERED | 77115-320433 | 71/630,268 | 5/26/1952 | 593,886 | 8/17/1954 | 17 | |||||||||||
UNITED STATES | HUSH THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320440 | 77/423,951 | 3/17/2008 | 3,737,619 | 1/12/2010 | 007 | |||||||||||
UNITED STATES | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322575-US | 79/060,267 | 4/9/2008 | 4,000,433 | 7/26/2011 | 12, 42 | |||||||||||
UNITED STATES | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322585 | 74/546,509 | 7/7/1994 | 2,125,913 | 12/30/1997 | 012 |
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UNITED STATES | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322590-US | 79/060,266 | 4/9/2008 | 4,000,432 | 7/26/2011 | 12, 42 | |||||||||||
UNITED STATES | MAD HOT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320567 | 85/410,737 | 8/30/2011 | 4,265,389 | 12/25/2012 | 007 | |||||||||||
UNITED STATES | MAGNUM (refile) | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-424376 | 87/751,629 | 1/11/2018 | 12 | |||||||||||||
UNITED STATES | MAX-AIR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320604 | 72/422,435 | 4/25/1972 | 1,000,678 | 12/31/1974 | 12 | |||||||||||
UNITED STATES | MAX-LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320612 | 74/323,127 | 10/19/1992 | 1,884,826 | 3/21/1995 | 012 | |||||||||||
UNITED STATES | MEGA-CLAMP | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320617 | 76/114,385 | 8/22/2000 | 2,664,081 | 12/17/2002 | 06 | |||||||||||
UNITED STATES | MEGA-FLOW | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320619 | 76/326,615 | 10/17/2001 | 2,656,230 | 12/3/2002 | 007 | |||||||||||
UNITED STATES | MEGA-FLOW NOISE BRAKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320623 | 76/158,162 | 10/27/2000 | 2,784,634 | 11/18/2003 | 007 | |||||||||||
UNITED STATES | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320825 | 71/560,639 | 7/2/1948 | 526,842 | 6/27/1950 | 12 | |||||||||||
UNITED STATES | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320827 | 74/542,869 | 6/27/1994 | 1,927,531 | 10/17/1995 | 012 | |||||||||||
UNITED STATES | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320828 | 77/694,437 | 3/19/2009 | 3,765,163 | 3/23/2010 | 012 | |||||||||||
UNITED STATES | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320941 | 74/533,655 | 6/6/1994 | 1,914,781 | 8/29/1995 | 12 |
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UNITED STATES | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320942 | 75/411,270 | 12/29/1997 | 2,228,132 | 3/2/1999 | 12 | |||||||||||
UNITED STATES | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320943 | 77/694,439 | 3/19/2009 | 3,765,164 | 3/23/2010 | 012 | |||||||||||
UNITED STATES | MONROE BRAKES | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321086 | 85/106,942 | 8/13/2010 | 3,944,164 | 4/12/2011 | 12 | |||||||||||
UNITED STATES | MONROE BRAKES & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321094 | 77/244,518 | 8/1/2007 | 3,432,480 | 5/20/2008 | 12 | |||||||||||
UNITED STATES | MONROE PROSOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-319828 | 85/311,714 | 5/4/2011 | 4,258,464 | 12/11/2012 | 012 | |||||||||||
UNITED STATES | MONROE REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321213 | 76/059,225 | 5/22/2000 | 2,584,470 | 6/25/2002 | 012 | |||||||||||
UNITED STATES | MONROE TOTAL SOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321223 | 85/311,718 | 5/4/2011 | 4,672,040 | 1/13/2015 | 012 | |||||||||||
UNITED STATES | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422362 | 87/712,227 | 12/7/2017 | 5,481,156 | 5/29/2018 | 012 | |||||||||||
UNITED STATES | MONRO-MATIC (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321297 | 71/623,558 | 1/14/1952 | 575,157 | 6/2/1953 | 12 | |||||||||||
UNITED STATES | MONRO-MATIC PLUS | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321299 | 74/396,777 | 6/1/1993 | 1,829,341 | 4/5/1994 | 012 | |||||||||||
UNITED STATES | NOISEBRAKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-349211 | 86/131,181 | 11/27/2013 | 4,563,983 | 7/8/2014 | 007 | |||||||||||
UNITED STATES | OESPECTRUM (Stylized) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321561 | 77/600,231 | 10/24/2008 | 3,737,925 | 1/12/2010 | 012 | |||||||||||
UNITED STATES | PRO-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321742 | 73/237,768 | 11/2/1979 | 1,153,083 | 5/5/1981 | 012 |
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UNITED STATES | QUICK STRUT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321834 | 78/744,304 | 11/1/2005 | 3,153,807 | 10/10/2006 | 012 | |||||||||||
UNITED STATES | QUICK-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-332274 | 85/748,249 | 10/8/2012 | 4,313,162 | 4/2/2013 | 007 | |||||||||||
UNITED STATES | QUICKLIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336336 | 85/831,481 | 1/24/2013 | 4,395,792 | 9/3/2013 | 012 | |||||||||||
UNITED STATES | QUICK-STRUT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321850 | 78/283,198 | 8/5/2003 | 3,046,796 | 1/17/2006 | 012 | |||||||||||
UNITED STATES | QUIETCRAWLER | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-380674 | 86/825,534 | 11/19/2015 | 07 | |||||||||||||
UNITED STATES | QUIET-FLOW | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321862 | 75/364,043 | 9/26/1997 | 2,237,776 | 4/6/1999 | 007 | |||||||||||
UNITED STATES | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322255 | 75/152,390 | 8/19/1996 | 2,083,927 | 7/29/1997 | 012 | |||||||||||
UNITED STATES | RANCHO & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322285 | 75/643,076 | 2/16/1999 | 2,384,940 | 9/12/2000 | 012 | |||||||||||
UNITED STATES | RANCHO RS5000 X-LANDER & Design | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-422635 | 87/720,134 | 12/13/2017 | 12 | |||||||||||||
UNITED STATES | RATTLER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380631 | 86/824,321 | 11/18/2015 | 4,997,396 | 7/12/2016 | 007 | |||||||||||
UNITED STATES | REFLEX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322129 | 77/655,425 | 1/23/2009 | 3,854,449 | 9/28/2010 | 12 |
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UNITED STATES | RIDE SAFE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-328895 | 85/675,462 | 7/12/2012 | 4,352,855 | 6/18/2013 | 035 | |||||||||||
UNITED STATES | ROADMATIC | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-429055 | 87/837,743 | 3/16/2018 | 12 | |||||||||||||
UNITED STATES | ROCKGEAR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336991 | 85/844,355 | 2/8/2013 | 4,450,306 | 12/17/2013 | 006, 007, 012 | |||||||||||
UNITED STATES | RS5000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-332270 | 85/831,492 | 1/24/2013 | 4,500,477 | 3/25/2014 | 012 | |||||||||||
UNITED STATES | RS7000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336339 | 85/831,499 | 1/24/2013 | 4,395,794 | 9/3/2013 | 012 | |||||||||||
UNITED STATES | RS9000 | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336330 | 85/831,502 | 1/24/2013 | 4,500,478 | 3/25/2014 | 012 | |||||||||||
UNITED STATES | SAFE & SOUND | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322274 | 77/279,998 | 9/14/2007 | 3,511,024 | 10/7/2008 | 36 | |||||||||||
UNITED STATES | SAFETY TRIANGLE & Design (STEERING STOPPING STABILITY) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322338 | 76/345,945 | 12/7/2001 | 2,940,417 | 4/12/2005 | 012, 035 | |||||||||||
UNITED STATES | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322267 | 74/061,389 | 5/21/1990 | 1,672,986 | 1/21/1992 | 12 | |||||||||||
UNITED STATES | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322269 | 74/637,865 | 2/24/1995 | 1,949,008 | 1/16/1996 | 12 |
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UNITED STATES | SEVERE SOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-331890 | 85/727,187 | 9/12/2012 | 4,389,546 | 8/20/2013 | 012 | |||||||||||
UNITED STATES | SHOCKTOBER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322278 | 85/132,384 | 9/17/2010 | 3,938,112 | 3/29/2011 | 035 | |||||||||||
UNITED STATES | SIGNATURE SOUND | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-353264 | 86/187,694 | 2/7/2014 | 009, 042 | |||||||||||||
UNITED STATES | SILENTBLOC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322280 | 78/307,419 | 9/30/2003 | 2,982,899 | 8/9/2005 | 007, 017 | |||||||||||
UNITED STATES | SLE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321368 | 76/231,018 | 3/14/2001 | 2,976,636 | 7/26/2005 | 017 | |||||||||||
UNITED STATES | SMARTSOUND | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-418588 | 87/651,385 | 10/19/2017 | 07 | |||||||||||||
UNITED STATES | SOUND SOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321482 | 85/028,597 | 5/3/2010 | 3,919,213 | 2/15/2011 | 007 | |||||||||||
UNITED STATES | SOUNDFIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321483 | 85/227,485 | 1/27/2011 | 4,047,020 | 10/25/2011 | 007 | |||||||||||
UNITED STATES | SOUNDFX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-333130 | 85/755,230 | 10/16/2012 | 4,295,834 | 2/26/2013 | 007 | |||||||||||
UNITED STATES | STARLA | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321486 | 77/433,414 | 3/27/2008 | 3,611,274 | 4/28/2009 | 007 | |||||||||||
UNITED STATES | STRUT-MATE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321562 | 73/720,915 | 4/7/1988 | 1,510,877 | 11/1/1988 | 012 | |||||||||||
UNITED STATES | SUPER TURBO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336333 | 85/831,506 | 1/24/2013 | 4,438,967 | 11/26/2013 | 007 | |||||||||||
UNITED STATES | TECH-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-345018 | 86/031,417 | 8/7/2013 | 4,739,797 | 5/19/2015 | 035 | |||||||||||
UNITED STATES | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321852 | 73/359,176 | 4/12/1982 | 1,251,601 | 9/20/1983 | 012 | |||||||||||
UNITED STATES | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321855 | 74/731,906 | 9/13/1995 | 2,080,683 | 7/22/1997 | 012 |
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UNITED STATES | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321858 | 77/694,430 | 3/19/2009 | 3,765,161 | 3/23/2010 | 012 | |||||||||||
UNITED STATES | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322226 | 74/731,464 | 9/13/1995 | 2,192,498 | 9/29/1998 | 007, 012 | |||||||||||
UNITED STATES | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322228 | 77/694,434 | 3/19/2009 | 3,765,162 | 3/23/2010 | 012 | |||||||||||
UNITED STATES | THE SIXTH SENSE FOR YOUR DRIVE | Tenneco Automotive Operating Company Inc. | ALLOWED | 77115-367387 | 86/483,485 | 12/18/2014 | 012, 035, 040 | |||||||||||||
UNITED STATES | THE TOTAL SOLUTION! | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322383 | 77/510,243 | 6/27/2008 | 3,569,945 | 2/3/2009 | 012 | |||||||||||
UNITED STATES | THIS BIRD IS LOUD AND PROUD | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-380628 | 86/824,313 | 11/18/2015 | 4,997,394 | 7/12/2016 | 007 | |||||||||||
UNITED STATES | THRUSH | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322391 | 72/258,807 | 11/16/1966 | 839,099 | 11/21/1967 | 012 | |||||||||||
UNITED STATES | TOTAL SOLUTION | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322398 | 85/334,136 | 5/31/2011 | 4,667,864 | 1/6/2015 | 012 | |||||||||||
UNITED STATES | TRU-FIT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-318509 | 72/172,958 | 7/12/1963 | 772,766 | 7/7/1964 | 07 | |||||||||||
UNITED STATES | TWIN TECHNOLOGY ACTIVE CONTROL SYSTEM & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-329121 | 85/682,580 | 7/20/2012 | 4,341,401 | 5/28/2013 | 012 | |||||||||||
UNITED STATES | ULTRA | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322413 | 78/438,459 | 6/21/2004 | 3,412,649 | 4/15/2008 | 007 | |||||||||||
UNITED STATES | ULTRA FLO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-336334 | 85/831,509 | 1/24/2013 | 4,435,275 | 11/19/2013 | 007 |
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UNITED STATES | VINTAGE SOUND TODAYS POWER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322339 | 77/417,287 | 3/10/2008 | 3,601,287 | 4/7/2009 | 007 | |||||||||||
UNITED STATES | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321745 | 72/150,376 | 8/1/1962 | 759,594 | 11/5/1963 | 07 | |||||||||||
UNITED STATES | WALKER & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321732 | 72/156,346 | 10/31/1962 | 765,014 | 2/18/1964 | 06, 07, 08 | |||||||||||
UNITED STATES | WALKER & Design (New) (black background) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-334380 | 85/832,899 | 1/25/2013 | 4,745,886 | 6/2/2015 | 007 | |||||||||||
UNITED STATES | WALKER HEAVY DUTY MONROE & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321805 | 78/204,379 | 1/17/2003 | 3,059,398 | 2/14/2006 | 040 | |||||||||||
UNITED STATES | WALKER SOUNDFX MUFFLERS & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321817 | 76/482,035 | 1/13/2003 | 2,812,519 | 2/10/2004 | 007 | |||||||||||
UNITED STATES | X-LANDER | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422633 | 87/720,124 | 12/13/2017 | 12 | |||||||||||||
UNITED STATES | XNOX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-346135 | 86/059,148 | 9/9/2013 | 4,498,168 | 3/18/2014 | 007, 042 |
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URUGUAY | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320129 | 412001 | 2/28/1991 | 242521 | 8/17/2000 | 12, 16, 19, 6 | |||||||||||
URUGUAY | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320417 | 207955 | 9/24/1985 | 474280 | 5/22/1986 | 12 | |||||||||||
URUGUAY | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320829 | 137777 | 10/29/1965 | 472272 | 3/22/1966 | 12 | |||||||||||
URUGUAY | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-422251 | 489872 | 12/6/2017 | 12 | |||||||||||||
URUGUAY | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321292 | 96121 | 9/10/1975 | 472401 | 4/21/1976 | 12 | |||||||||||
URUGUAY | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421844 | 489758 | 12/1/2017 | 12 | |||||||||||||
URUGUAY | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322281 | 409220 | 5/9/1997 | 289319 | 4/11/2000 | 12 | |||||||||||
URUGUAY | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321963 | 376915 | 12/29/2006 | 376915 | 3/5/2008 | 12 | |||||||||||
URUGUAY | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322271 | 374299 | 2/24/1995 | 374299 | 1/15/1997 | 12 | |||||||||||
URUGUAY | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321860 | 185080 | 5/4/1982 | 467925 | 9/10/1985 | 07, 12 | |||||||||||
URUGUAY | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322231 | 281341 | 9/22/1995 | 378733 | 6/5/1997 | 12 | |||||||||||
UZBEKISTAN | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320418 | 9300974.4 | 1/31/1992 | 3888 | 1/31/1992 | 12 | |||||||||||
UZBEKISTAN | LOAD-LEVELER LEVEL LIGHT & Design | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320540 | MBGU93008273 | 10/29/1993 | 4010 | 4/9/1996 | 12 | |||||||||||
UZBEKISTAN | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320831 | MGU20000957 | 10/24/2000 | MGU10728 | 10/11/2001 | 07, 12 |
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UZBEKISTAN | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322282 | MGU20000956 | 10/24/2000 | MGU10725 | 10/5/2001 | 07, 12 | |||||||||||
UZBEKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321863 | MBGU93027073 | 11/12/1993 | 1486 | 9/26/1994 | 07, 12 | |||||||||||
UZBEKISTAN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321866 | MBG95016823 | 9/22/1995 | UZ6392 | 6/9/1997 | 12, 42 | |||||||||||
UZBEKISTAN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322232 | 95016813 | 9/22/1995 | UZ6393 | 6/9/1997 | 12, 42 | |||||||||||
UZBEKISTAN | VAN-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322475 | MBGU93012633 | 11/16/1993 | 4000 | 4/8/1996 | 012 | |||||||||||
UZBEKISTAN | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321751 | MGU20000955 | 10/24/2000 | MGU11112 | 4/11/2002 | 07, 12 | |||||||||||
VANUATU (NEW HEBRIDES) | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320832 | 775 | 6/4/1973 | 775 | 6/4/1973 | 12 | |||||||||||
VANUATU (NEW HEBRIDES) | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320944 | 946 | 6/2/1994 | 946 | 6/2/1994 | 12 | |||||||||||
VANUATU (NEW HEBRIDES) | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321868 | 902 | 3/26/1996 | 902 | 3/26/1996 | 12 | |||||||||||
VANUATU (NEW HEBRIDES) | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322234 | 10295 | 9/20/1995 | 10295 | 9/20/1995 | 06, 12, 16, 21 | |||||||||||
VENEZUELA | DESIGN (Firm Grip) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320130 | 00138791 | 1/29/1991 | 165167F | 7/18/1994 | 8 | |||||||||||
VENEZUELA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320419 | 2007023693 | 10/1/2007 | P288072 | 8/13/2008 | 12 | |||||||||||
VENEZUELA | MAX-AIR | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320605 | 6159 | 5/4/1973 | 76351F | 8/6/1974 | 12 | |||||||||||
VENEZUELA | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320859 | 15299 | 9/18/1959 | F39540 | 3/8/1961 | 19 |
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VENEZUELA | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320945 | 3806 | 5/20/1982 | F113975 | 9/20/1985 | 23 | |||||||||||
VENEZUELA | MONRO-MAGNUM | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321232 | 200114130 | 8/7/2001 | P261851 | 9/26/2005 | 12 | |||||||||||
VENEZUELA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321294 | 1986017177 | 12/4/1986 | F141151 | 3/4/1991 | 19 | |||||||||||
VENEZUELA | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321295 | 200113194 | 7/26/2001 | P259107 | 4/15/2005 | 12 | |||||||||||
VENEZUELA | MONRO-MAX | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321304 | 829571 | 8/31/1987 | F070278 | 9/6/1972 | 12 | |||||||||||
VENEZUELA | OESPECTRUM | Tenneco Automotive Operating Company Inc. | PUBLISHED | 77115-421845 | 2017020269 | 11/24/2017 | 12 | |||||||||||||
VENEZUELA | RANCHO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322283 | 00324596 | 3/12/1996 | 226923P | 1/13/2000 | 12 | |||||||||||
VENEZUELA | RANCHO QUICK LIFT | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321967 | 200629885 | 12/27/2006 | P281135 | 9/5/2007 | 12 | |||||||||||
VENEZUELA | SENSA-TRAC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322272 | 9512838 | 8/25/1995 | P193672 | 1/3/1997 | 12 | |||||||||||
VENEZUELA | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322237 | 1995014624 | 9/21/1995 | 196994 | 5/9/1997 | 12 | |||||||||||
VENEZUELA | WALKER | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321756 | 08-7597 | 4/22/2008 | 290965P | 12/30/2008 | 007 | |||||||||||
VIETNAM | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320421 | 4199002181 | 7/10/1990 | 2085 | 1/10/1991 | 12 | |||||||||||
VIETNAM | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320860 | 4199002182 | 7/10/1990 | 2086 | 1/10/1991 | 12 | |||||||||||
VIETNAM | MONROE & Design (New Wing) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320946 | 4199002179 | 7/10/1990 | 2083 | 1/10/1991 | 12 | |||||||||||
VIETNAM | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321296 | 4199002180 | 7/10/1990 | 2084 | 1/10/1991 | 12 | |||||||||||
VIETNAM | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-VN | 1385233 | 11/21/2017 | 012 |
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VIETNAM | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321871 | 22719 | 4/29/1995 | 19166 | 11/23/1995 | 12 | |||||||||||
VIETNAM | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322239 | 24988 | 9/22/1995 | 21123 | 6/19/1996 | 12 | |||||||||||
WIPO | KINETIC | Kinetic Pty Ltd | REGISTERED | 77115-322575 | 980516 | 4/9/2008 | 12, 42 | |||||||||||||
WIPO | KINETIC (Logo) | Kinetic Pty Ltd | REGISTERED | 77115-322590 | 980515 | 4/9/2008 | 12, 42 | |||||||||||||
WIPO | KINETIC (Stylized) and KINETIC - Series Mark | Kinetic Pty Ltd | REGISTERED | 77115-322576 | 829372 | 2/4/2004 | 09, 12 | |||||||||||||
WIPO | MONROE | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-422252 | 1386972 | 12/6/2017 | 1386972 | 12/6/2017 | 12 | |||||||||||
WIPO | MONRO-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-434093 | 1418260 | 1418260 | 6/7/2018 | 12 | ||||||||||||
WIPO | OESpectrum | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-421828 | 1385233 | 11/21/2017 | 1385233 | 11/21/2017 | 012 | |||||||||||
YEMEN | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321877 | 7417 | 9/21/1995 | 5920 | 12/23/1996 | 12 | |||||||||||
YEMEN | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322245 | 7427 | 9/21/1995 | 5930 | 12/23/1996 | 12 | |||||||||||
ZAMBIA | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320422 | 3785 | 2/13/1985 | 3785 | 10/4/1985 | 12 | |||||||||||
ZAMBIA | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-ZM | 1386972 | 12/6/2017 | 12 |
Page 149 of 150
TENNECO AUTOMOTIVE OPERATING COMPANY INC.
and related entities
Active Trademarks
September 13, 2018
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Mark |
Image |
Owner Name |
Status |
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App# |
File Date |
Reg# |
Reg Date |
Classes |
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ZAMBIA | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-ZM | 1385233 | 11/21/2017 | 012 | |||||||||||||
ZIMBABWE (RHODESIA) | GAS-MATIC | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-320424 | 285 | 1/2/1985 | TMT19852 | 4/9/1985 | 12 | |||||||||||
ZIMBABWE (RHODESIA) | MONROE | Tenneco Automotive Operating Company Inc. | PENDING | 77115-422252-ZW | 1386972 | 12/6/2017 | 12 | |||||||||||||
ZIMBABWE (RHODESIA) | OESpectrum | Tenneco Automotive Operating Company Inc. | PENDING | 77115-421828-ZW | 1385233 | 11/21/2017 | 012 | |||||||||||||
ZIMBABWE (RHODESIA) | TENNECO | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-321878 | 136095 | 9/22/1995 | TMT19951360 | 7/1/1996 | 12 | |||||||||||
ZIMBABWE (RHODESIA) | TENNECO & Design (Horizon) | Tenneco Automotive Operating Company Inc. | REGISTERED | 77115-322248 | 137095 | 9/22/1995 | 137095 | 6/24/1996 | 12 |
Page 150 of 150
Patent Status Report
Page 1
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
Pullman | 1316C-100093/BR/01 | Shear Hub Void Design | Brazil | Pending | Patent | PI0616334.3 | Sep-06-2006 | Sep-06-2026 | ||||||||||||
Pullman | 1316C-100093/CN/01 | Shear Hub Void Design | China | Granted | Patent | 2006 80033454.2 | Sep-06-2006 |
ZL 2006 80033454.2 |
Jun-06-2012 | Sep-06-2026 | ||||||||||
Pullman | 1316C-100093/DE/01 | Shear Hub Void Design | Germany | Granted | Patent | 11 2006 002536.8 | Sep-06-2006 | 1120060025368 | Feb-22-2018 | Sep-06-2026 | ||||||||||
Pullman | 1316C-100093/JP/01 | Shear Hub Void Design | Japan | Granted | Patent | 2008-532250 | Sep-06-2006 | 4874338 | Dec-02-2011 | Sep-06-2026 | ||||||||||
Pullman | 1316C-100093/KR/01 | Shear Hub Void Design | South Korea | Granted | Patent | 10-2008-7004539 | Sep-06-2006 | 101315694 | Oct-01-2013 | Sep-06-2026 | ||||||||||
Pullman | 1316C-000094/US | Exhaust Isolator With Improved Method Of Mounting | United States | Granted | Patent | 11/511664 | Aug-29-2006 | 7510043 | Mar-31-2009 | Aug-29-2026 | ||||||||||
Pullman | 1316C-100094/BR/01 | Exhaust Isolator With Improved Method Of Mounting | Brazil | Pending | Patent | PI0716217.0 | Jun-28-2007 | Jun-28-2027 | ||||||||||||
Pullman | 1316C-100094/CN/01 | Exhaust Isolator With Improved Method Of Mounting | China | Granted | Patent | PCT/US2007/015121 | Jun-28-2007 | ZL200780032240.8 | Jun-05-2013 | Jun-28-2027 | ||||||||||
Pullman | 1316C-100094/DE/01 | Exhaust Isolator With Improved Method Of Mounting | Germany | Pending | Patent | PCT/US2007/015121 | Jun-28-2007 | Jun-28-2027 | ||||||||||||
Pullman | 1316C-100094/JP/01 | Exhaust Isolator With Improved Method Of Mounting | Japan | Granted | Patent | PCT/US2007/015121 | Jun-28-2007 | 4872000 | Nov-25-2011 | Jun-28-2027 | ||||||||||
Pullman | 1316C-100094/KR/01 | Exhaust Isolator With Improved Method Of Mounting | South Korea | Pending | Patent | PCT/US2007/015121 | Jun-28-2007 | 101624731 | May-20-2016 | Jun-28-2027 | ||||||||||
Pullman | 1316C-100094/KR/02. | Exhaust Isolator With Improved Method Of Mounting | South Korea | Granted | Patent | 10-2016-7013489 | May-20-2016 | 101698733 | Jan-16-2017 | May-20-2036 | ||||||||||
Pullman | 1316C-000095/US/01 | Very High Damping Body Mount | United States | Granted | Patent | 11/827075 | Jul-19-2006 | 7637486 | Dec-29-2009 | Jul-19-2026 | ||||||||||
Pullman |
1316C- 000095/US/CPB |
Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction | United States | Granted | Patent | 12/393052 | Jul-19-2006 | 8177201 | May-15-2012 | Jul-19-2026 | ||||||||||
Pullman |
1316C- 000095/US/CPC |
Very High Damping Body Mount | United States | Granted | Patent | 12/380793 | Jul-19-2006 | 8231115 | Jul-31-2012 | Jul-19-2026 | ||||||||||
Pullman | 1316C-100095/BR/01 | Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction | Brazil | Pending | Patent | PI0714830.5 | Jul-12-2007 | Jul-12-2027 | ||||||||||||
Pullman | 1316C-100095/CN/01 | Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction | China | Granted | Patent | 2007 80026967.5 | Jul-12-2007 | ZL200780026967.5 | Nov-27-2013 | Jul-12-2027 | ||||||||||
Pullman | 1316C-100095/DE/01 | Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction | Germany | Granted | Patent | 60 2007 035 680.6 | Jul-12-2007 | 2047137 | Mar-19-2014 | Jul-12-2027 | ||||||||||
Pullman | 1316C-100095/EP/01 | Very High Damping Body Mount, Subframe Mount Or Engine Mount With Bolt-Through Construction | European Patent | Granted | Patent | 07810369.4 | Jul-12-2007 | 2047137 | Mar-19-2014 | Jul-12-2027 | ||||||||||
Pullman | 1316C-100095/TH | Very High Damping Body Mount | Thailand | Pending | Patent | 0701003546 | Jul-16-2007 | Jul-16-2027 | ||||||||||||
Pullman | 1316C-000100/US | End plated shear hub ISOLATOR | United States | Granted | Patent | 12/043498 | Mar-06-2008 | 8066266 | Nov-29-2011 | Mar-06-2028 | ||||||||||
Pullman |
1316C- 000101/US/COC |
External Shear Hub Isolator | United States | Granted | Patent | 13/682799 | Nov-21-2012 | 8646761 | Feb-11-2014 | Mar-10-2028 | ||||||||||
Pullman |
1316C- 000101/US/CPA |
External Shear Hub Isolator | United States | Granted | Patent | 12/369024 | Feb-11-2009 | 8376331 | Feb-19-2013 | Mar-10-2028 | ||||||||||
Pullman | 1316C-100101/BR/02 | External Shear Hub Isolator | Brazil | Pending | Patent | PI0909309.5 | Mar-10-2009 | Mar-10-2029 | ||||||||||||
Pullman | 1316C-100101/CN/02 | External Shear Hub Isolator | China | Granted | Patent | 200980108381.2 | Mar-10-2009 | 200980108381-2 | Dec-12-2012 | Mar-10-2029 | ||||||||||
Pullman | 1316C-100101/DE/02 | External Shear Hub Isolator | Germany | Granted | Patent | 11 2009 000 528.4 | Mar-10-2009 | 1120090005284 | Feb-23-2017 | Mar-10-2029 |
Page 2
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
Pullman | 1316C-100101/JP/02 | External Shear Hub Isolator | Japan | Granted | Patent | 2010-550812 | Mar-10-2009 | 5417348 | Nov-22-2013 | Mar-10-2029 | ||||||||||
Pullman | 1316C-100101/KR/02 | External Shear Hub Isolator | South Korea | Granted | Patent | 2010-7020847 | Mar-10-2009 | 2010-7020847 | Jun-17-2016 | Mar-10-2029 | ||||||||||
Pullman | 1316C-100101/KR/03 | External Shear Hub Isolator | South Korea | Pending | Patent | 10-2015-7016762 | Sep-17-2010 | Mar-10-2029 | ||||||||||||
Pullman | 1316C-000103/US | Curled Bushing with Torsional Slip Feature | United States | Granted | Patent | 12/061798 | Apr-03-2008 | 8037573 | Oct-18-2011 | Apr-03-2028 | ||||||||||
Pullman | 1316C-100103/BR/01 | Curled Bushing with Torsional Slip Feature | Brazil | Pending | Patent | PI0911275.8 | Apr-01-2009 | Apr-01-2029 | ||||||||||||
Pullman | 1316C-100103/CN/01 | Curled Bushing with Torsional Slip Feature | China | Granted | Patent | 200980112301.0 | Apr-01-2009 | ZL200980112301.0 | Apr-30-2014 | Apr-01-2029 | ||||||||||
Pullman | 1316C-100103/EP/01 | Curled Bushing with Torsional Slip Feature | European Patent | Pending | Patent | 09727207.4 | Apr-01-2009 | Apr-01-2029 | ||||||||||||
Pullman | 1316C-100103/KR/01 | Curled Bushing with Torsional Slip Feature | South Korea | Granted | Patent | 10-2010-7024624 | Apr-01-2009 | 101538422 | Jul-15-2015 | Apr-01-2029 | ||||||||||
Pullman | 1316C-000105/US | Vehicle Stabilizer Assembly with Elastomer Articulation (Heavy Truck Sway-bar) | United States | Granted | Patent | 12/619792 | Nov-17-2009 | 7883097 | Feb-08-2011 | Nov-17-2029 | ||||||||||
Pullman | 1316C-000108/US | 2816 Tracked Vehicle backer Pad & Test method | United States | Granted | Patent | 12/849915 | Aug-04-2010 | 8347702 | Jan-08-2013 | Aug-04-2030 | ||||||||||
Pullman | 1316C-000110/US | COMPACT COULOMB DAMPER | United States | Granted | Patent | 13/050032 | Mar-17-2011 | 8794585 | Aug-05-2014 | Mar-17-2031 | ||||||||||
Pullman |
1316C- 000110/US/CPB |
COMPACT COULOMB DAMPER | United States | Granted | Patent | 13/209613 | Aug-15-2011 | 8794586 | Aug-05-2014 | Mar-17-2031 | ||||||||||
Pullman | 1316C-100110/BR/01 | COMPACT COULOMB DAMPER | Brazil | Pending | Patent | 112013005050.0 | Jul-11-2011 | Jul-11-2031 | ||||||||||||
Pullman | 1316C-100110/CN/01 | COMPACT COULOMB DAMPER | China | Granted | Patent | 2011 80032879.2 | Jul-11-2011 | ZL201180032879.2 | Aug-19-2015 | Jul-11-2031 | ||||||||||
Pullman | 1316C-100110/TH/01 | COMPACT COULOMB DAMPER | Thailand | Pending | Patent | 1301000954 | Jul-11-2011 | Jul-11-2031 | ||||||||||||
Pullman | 1316C-100110-DE-01 | COMPACT COULOMB DAMPER | Germany | Pending | Patent | 11 2011 102983.7 | Jul-11-2011 | Jul-11-2031 | ||||||||||||
Pullman | 1316C-000114/US | Isolator having Push & Turn Mounting | United States | Granted | Patent | 13/008978 | Jan-19-2011 | 8608117 | Dec-17-2013 | Jan-19-2031 | ||||||||||
Pullman | 1316C-100114/BR/01 | Push & Turn Mounting | Brazil | Pending | Patent | 112013016463.8 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
Pullman | 1316C-100114/CN/01 | Push & Turn Mounting | China | Granted | Patent | 2011 80059618.X | Dec-15-2011 | ZL201180059618X | Sep-16-2015 | Dec-15-2031 | ||||||||||
Pullman | 1316C-100114/DE/01 | Push & Turn Mounting | Germany | Granted | Patent | 11 2011 104 740.1 | Dec-15-2011 | 1120117047401 | Oct-06-2016 | Dec-15-2031 | ||||||||||
Pullman | 1316C-100114/JP/01 | Push & Turn Mounting | Japan | Granted | Patent | 2013-550470 | Dec-15-2011 | 6012631 | Sep-30-2016 | Dec-15-2031 | ||||||||||
Pullman | 1316C-100114/MX/01 | Push & Turn Mounting | Mexico | Granted | Patent | MX/a/2013/005558 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
Pullman | 1316C-100114/TH/01 | Push & Turn Mounting | Thailand | Pending | Patent | 1301003940 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
Pullman | 1316C-000115/US | Isolator Having Socket Mounting | United States | Granted | Patent | 13/008998 | Jan-19-2011 | 8366069 | Feb-05-2013 | Jan-19-2031 | ||||||||||
Pullman | 1316C-100115/BR/01 | Isolator Having Socket Mounting | Brazil | Pending | Patent | 112013016521.9 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
Pullman | 1316C-100115/CN/01 | Isolator Having Socket Mounting | China | Granted | Patent | PCT/US2011/065103 | Dec-15-2011 | ZL2011800596550 | Sep-30-2015 | Dec-15-2031 | ||||||||||
Pullman | 1316C-100115/DE/01 | Isolator Having Socket Mounting | Germany | Granted | Patent | PCT/US2011/065103 | Dec-15-2011 | 112011047428 | Nov-03-2016 | Dec-15-2031 | ||||||||||
Pullman | 1316C-100115/TH/01 | Isolator Having Socket Mounting | Thailand | Pending | Patent | PCT/US2011/065103 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
Pullman | 1316C-000116/US | Cab Suspension with Stabilizer Bar | United States | Granted | Patent | 13/899900 | May-22-2013 | 9283993 | Mar-15-2016 | May-22-2033 | ||||||||||
Pullman | 1316C-000117/US | Axially damped mount with bolt through construction and de-coupler | United States | Granted | Patent | 14/028606 | Sep-17-2013 | 9097310 | Aug-04-2015 | Sep-17-2033 |
Page 3
Patent Status Report
Page 4
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
Pullman | 1316C-100130/DE | Elastomer Formulation Using a Combination of Polymers to Create Ozone Resistance without Addition of Wax | Germany | Pending | Patent | 102017119673.0 | Aug-28-2017 | Aug-28-2037 | ||||||||||||
Pullman | 1316C-000131-US | Vehicle Suspension Bushing Assembly and Method of Assembling The Same | United States | Pending | Patent | 15/480873 | Apr-06-2017 | Apr-06-2037 | ||||||||||||
Pullman | 1316C-000132/US | Hydraulic Body Mount | United States | Pending | Patent | 15/667941 | Aug-03-2017 | Aug-03-2037 | ||||||||||||
Pullman |
1316C- 000132/US/CPA |
Hydraulic Body Mount With Compressible Bumper | United States | Pending | Patent | 15/896648 | Feb-14-2018 | Aug-03-2037 | ||||||||||||
Pullman | 1316C-000132-WO- POB | Hydraulic Body Mount | WO | Pending | Patent | PCT/US2018/043813 | Jul-26-2018 | Feb-03-2021 | ||||||||||||
Pullman | 1316C-000133-US | EXHAUST SYSTEM ISOLATOR MOUNT WITH ANTI- ROTATION FEATURE | United States | Pending | Patent | 16/103154 | Aug-14-2018 | Aug-14-2038 | ||||||||||||
Pullman | 2001P-101697/CN/01 | Leaf Spring Bracket | China | Granted | Patent | 201280027885.3 | May-10-2012 | ZL2012800278853 | Aug-24-2016 | May-10-2032 | ||||||||||
Pullman | 2001P-101697/CN/02 | A System for Mounting A Catalytic Converter of an Exhaust System | China | Pending | Patent | 201610585608.4 | May-10-2012 | May-10-2032 | ||||||||||||
Pullman | 2001P-101697/DE/01 | Leaf Spring Bracket | Germany | Pending | Patent | 11 2012 002 385.4 | May-10-2012 | May-10-2032 | ||||||||||||
Pullman | 2001P-101697/IN/01 | Leaf Spring Bracket | India | Pending | Patent | 6/DELNP/2014 | May-10-2012 | May-10-2032 | ||||||||||||
Pullman | 2001P-101697/JP/01 | Leaf Spring Bracket | Japan | Pending | Patent | 2014-514464 | May-10-2012 | May-10-2032 | ||||||||||||
Pullman | 2001P-101697/KR/01 | Leaf Spring Bracket | South Korea | Pending | Patent | 10-2014-7000244 | May-10-2012 | May-10-2032 | ||||||||||||
Pullman | 2001P-101697/TH/01 | Leaf Spring Bracket | Thailand | Pending | Patent | 1301006904 | May-10-2012 | May-10-2032 | ||||||||||||
TAOC | 01259-0004/US | Passive NOx Adsorber | United States | Pending | Patent | 15/848390 | Dec-20-2017 | Dec-20-2037 | ||||||||||||
TAOC | 01259-0006/US | SYSTEM FOR REMOVING WATER AND PARTICULATES FROM ENGINE EXHAUST | United States | Pending | Patent | 15/893313 | Feb-09-2018 | Feb-09-2038 | ||||||||||||
TAOC | 065730-00012/US | Impact Reinforced Composite Spring Seat for a Shock Absorber | United States | Granted | Patent | 15/006363 | Jan-26-2016 | 9849746 | Dec-26-2017 | Jan-26-2036 | ||||||||||
TAOC | 065730-00013-CN | Impact Reinforced Composite Spring Seat for a Shock Absorber | China | Pending | Patent | PCT/US2016/014851 | Jan-26-2016 | Jan-26-2036 | ||||||||||||
TAOC | 065730-00013-DE | Impact Reinforced Composite Spring Seat for a Shock Absorber | Germany | Pending | Patent | PCT/US2016/014851 | Jan-26-2016 | Jan-26-2036 | ||||||||||||
TAOC | 065730-00009/US | SHOCK ABSORBERS HAVING A COMPOSITE BASE ASSEMBLY WITH AXIAL FLEXIBILITY COMPENSATION | United States | Granted | Patent | 14/952047 | Nov-25-2015 | 10,006516 | Jun-26-2018 | Dec-25-2035 | ||||||||||
TAOC | 065730-00020-CN | SHOCK ABSORBERS HAVING A COMPOSITE BASE ASSEMBLY WITH AXIAL FLEXIBILITY COMPENSATION | China | Pending | Patent | 14/952047 | Nov-25-2015 | Nov-25-2035 | ||||||||||||
TAOC | 065730-00021 | SHOCK ABSORBERS HAVING A COMPOSITE BASE ASSEMBLY WITH AXIAL FLEXIBILITY COMPENSATION | Germany | Pending | Patent | 112015005306.9 | Nov-25-2015 | Nov-25-2035 | ||||||||||||
TAOC | 065730-00008/US | Shock Absorbers having a Composite Base Assembly with an Over-Molded Closure Insert | United States | Granted | Patent | 14/952058 | Nov-25-2015 | 9718322 | Aug-01-2017 | Nov-25-2035 | ||||||||||
TAOC | 065730-00018 | Shock Absorbers having a Composite Base Assembly with an Over-Molded Closure Insert | China | Pending | Patent | 201580064386.5 | Nov-25-2015 | Nov-25-2035 | ||||||||||||
TAOC | 065730-00019 | Shock Absorbers having a Composite Base Assembly with an Over-Molded Closure Insert | Germany | Pending | Patent | 112015005299.2 | Nov-25-2015 | Nov-25-2035 | ||||||||||||
TAOC | 065730-00014/US | Secondary Dampening Assembly for Shock Absorber | United States | Granted | Patent | 15/014625 | Feb-03-2016 | 9605726 | Mar-28-2017 | Feb-03-2036 | ||||||||||
TAOC | 065730-00022 | Secondary Dampening Assembly for Shock Absorber | Germany | Pending | Patent | 112016000579.2 | Feb-03-2016 | Feb-03-2036 | ||||||||||||
TAOC | 065730-00023 | Secondary Dampening Assembly for Shock Absorber | China | Pending | Patent | 201680007419.7 | Feb-03-2016 | Feb-03-2036 |
Page 5
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 065730-00016/US | Secondary Dampening Assembly for Shock Absorber | United States | Granted | Patent | 15/017056 | Feb-05-2016 | 9822837 | Nov-21-2017 | Feb-05-2036 | ||||||||||
TAOC | 065730-00024 | Secondary Dampening Assembly for Shock Absorber | China | Pending | Patent | 201680012973.4 | Feb-05-2016 | Feb-05-2036 | ||||||||||||
TAOC | 065730-00025 | Secondary Dampening Assembly for Shock Absorber | Germany | Pending | Patent | 112016000630.6 | Feb-05-2016 | Feb-05-2036 | ||||||||||||
TAOC | 1316C-000101/US | External Shear Hub Isolator | United States | Granted | Patent | 12/045139 | Mar-10-2008 | 8152146 | Apr-10-2012 | Mar-10-2028 | ||||||||||
TAOC | 1316C-100110/JP/02 | COMPACT COULOMB DAMPER | Japan | Pending | Patent | 2014166832 | Jul-11-2011 | Jul-11-2031 | ||||||||||||
TAOC | 1316C-100110/KR/01 | COMPACT COULOMB DAMPER | South Korea | Pending | Patent | 10-2013-7008494 | Jul-11-2011 | Jul-11-2031 | ||||||||||||
TAOC | 1316C-100110-DE-02 | COMPACT COULOMB DAMPER | Germany | Pending | Patent | 11-2011-106-143.9 | Nov-03-2017 | Jul-11-2031 | ||||||||||||
TAOC | 1316C-000111/US | Through Hole Apex WITH Mold integrated seal & cushion | United States | Granted | Patent | 13/021797 | Feb-07-2011 | 8453787 | Jun-04-2013 | Feb-07-2031 | ||||||||||
TAOC | 1316C-100111/BR/01 | Through Hole Apex WITH Mold integrated seal & cushion | Brazil | Pending | Patent | 112013020043.0 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316C-100111/CN/01 | Through Hole Apex WITH Mold integrated seal & cushion | China | Granted | Patent | 2012 80007929.6 | Jan-18-2012 | ZL201280007929.6 | Sep-16-2015 | Jan-18-2032 | ||||||||||
TAOC | 1316C-100111/DE/01 | Through Hole Apex WITH Mold integrated seal & cushion | Germany | Pending | Patent | 11 2012 000 705.0 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316C-100111/IN/01 | Through Hole Apex WITH Mold integrated seal & cushion | India | Pending | Patent | 6348/DELNP/2013 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316C-100111/JP/01 | Through Hole Apex WITH Mold integrated seal & cushion | Japan | Granted | Patent | 2013-553447 | Jan-18-2012 | 5972289 | Jul-22-2016 | Jan-18-2032 | ||||||||||
TAOC | 1316C-100111/KR/01 | Through Hole Apex WITH Mold integrated seal & cushion | South Korea | Pending | Patent | 10-2013-7019986 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316C-100111/TH/01 | Through Hole Apex WITH Mold integrated seal & cushion | Thailand | Pending | Patent | 1301004349 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316C-000112/US | Elastomeric Bushing with Multi-Piece Bar Pin | United States | Granted | Patent | 12/911812 | Oct-26-2010 | 8226100 | Jul-24-2012 | Oct-26-2030 | ||||||||||
TAOC | 1316C-100112/MX/01 | Elastomeric Bushing with Multi-Piece Bar Pin | Mexico | Granted | Patent | MX/a/2013/002284 | Aug-22-2011 | 331767 | Jul-21-2015 | Aug-22-2031 | ||||||||||
TAOC | 1316C-100112/TH/01 | Elastomeric Bushing with Multi-Piece Bar Pin | Thailand | Pending | Patent | 1301002157 | Aug-22-2011 | Aug-22-2031 | ||||||||||||
TAOC | 1316C-000113/US | Hybrid Cross Axis Ball Joint Bushing ( contact Jim Lewis before spending further prosecution funds) | United States | Granted | Patent | 13/114149 | May-24-2011 | 8616773 | Dec-31-2013 | May-24-2031 | ||||||||||
TAOC | 1316C-100113/JP/01 | Hybrid Cross Axis Ball Joint Bushing | Japan | Granted | Patent | 2013-534905 | Aug-22-2011 | 5693739 | Feb-13-2015 | Aug-22-2031 | ||||||||||
TAOC | 1316C-100113/KR/01 | Hybrid Cross Axis Ball Joint Bushing | South Korea | Pending | Patent | 10-2013-7006980 | Aug-22-2011 | Aug-22-2031 | ||||||||||||
TAOC | 1316C-100113/MX/01 | Hybrid Cross Axis Ball Joint Bushing | Mexico | Granted | Patent | MX/a/2013/002285 | Aug-22-2011 | 331574 | Jul-14-2015 | Aug-22-2031 | ||||||||||
TAOC | 1316C-100131-CN | Controlled torque bushing with pre-load washer | China | Pending | Patent | 201810284816X | Apr-02-2018 | Apr-02-2038 | ||||||||||||
TAOC | 1316C-100131-DE | Controlled torque bushing with pre-load washer | Germany | Pending | Patent | 102018105175.1 | Mar-07-2018 | Mar-07-2038 | ||||||||||||
TAOC | 1316E-000002/US | SYSTEM & METHOD FOR REDUCING NOx IN COMBUSTION EXHAUST STREAMS | United States | Granted | Patent | 10/298981 | Nov-18-2002 | 6865881 | Mar-15-2005 | Nov-18-2022 | ||||||||||
TAOC | 1316E-000003/US | METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID | United States | Granted | Patent | 11/112039 | Apr-22-2005 | 7467749 | Dec-23-2008 | Apr-22-2025 | ||||||||||
TAOC |
1316E- 000003/US/CPD |
METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID | United States | Granted | Patent | 12/275539 | Nov-21-2008 | 8047452 | Nov-01-2011 | Nov-21-2028 | ||||||||||
TAOC |
1316E- 100003/EP/01/DE |
METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID | Germany | Granted | Patent | 05 741 327.0 | Apr-25-2005 | 1751407 | Jan-04-2012 | Apr-25-2025 |
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Application
|
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||||||||||
TAOC | 1316E-100003/JP/05 | METHODS & APPARATUS FOR INJECTING ATOMIZED FLUID | Japan | Granted | Patent | 2011-537448 | Sep-30-2009 | 5728387 | Apr-10-2015 | Sep-30-2029 | ||||||||||
TAOC | 1316E-000004/US/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | United States | Granted | Patent | 11/754872 | May-29-2007 | 7861520 | Jan-04-2011 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/CN/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | China | Granted | Patent | 2007 80019816.7 | May-29-2007 | ZL2007 800198167 | May-04-2011 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/EP/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | European Patent | Granted | Patent | 07 777 292.9 | May-29-2007 | 2032809 | Aug-21-2013 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/EP/03 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | European Patent | Granted | Patent | 13004119.7 | May-29-2007 | 2700792 | Nov-16-2016 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/EP/03- DE | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | Germany | Granted | Patent | 13004119.7 | May-29-2007 | 2700792 | Nov-16-2016 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/IN/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | India | Granted | Patent | 6308/CHENP/2008 | May-29-2007 | 273696 | Jun-23-2016 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/JP/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | Japan | Granted | Patent | 2009-513217 | May-29-2007 | 5161207 | Dec-21-2012 | May-29-2027 | ||||||||||
TAOC | 1316E-100004/KR/01 | Methods And Apparatus For Injecting Atomized Fluid at a Low Flow Rate | South Korea | Granted | Patent | 10-2008-028862 | May-29-2007 | 101460967 | Nov-06-2014 | May-29-2027 | ||||||||||
TAOC | 1316E-000005/US/01 | Dual Injector System for Diesel Emissions Control | United States | Granted | Patent | 11/870012 | Oct-10-2007 | 8109077 | Feb-07-2012 | Oct-10-2027 | ||||||||||
TAOC | 1316E-100005/CN/01 | Dual Injector System for Diesel Emissions Control | China | Granted | Patent | 2007 80038145.9 | Oct-11-2007 | 2007800381459 | Mar-06-2013 | Oct-11-2027 | ||||||||||
TAOC | 1316E-100005/IN/01 | Dual Injector System for Diesel Emissions Control | India | Pending | Patent | 1944/CHENP/2009 | Oct-11-2007 | Oct-11-2027 | ||||||||||||
TAOC | 1316E-100005/KR/01 | Dual Injector System for Diesel Emissions Control | South Korea | Granted | Patent | 10-2009-7007509 | Oct-11-2007 | 101399049 | May-19-2014 | Oct-11-2027 | ||||||||||
TAOC | 1316E-100005/TH/01 | Dual Injector System for Diesel Emissions Control | Thailand | Pending | Patent | 0701005136 | Oct-10-2007 | Oct-10-2027 | ||||||||||||
TAOC | 1316E-000007/US/01 | Pressure Swirl Flow Injector With Reduced Flow Variability And Return Flow | United States | Granted | Patent | 13/023870 | Feb-09-2011 | 8998114 | Apr-07-2015 | Feb-09-2031 | ||||||||||
TAOC |
1316E- 000007/US/CPB |
Gen 3 Injector | United States | Granted | Patent | 13/164976 | Jun-21-2011 | 8740113 | Jun-03-2014 | Feb-09-2031 | ||||||||||
TAOC |
1316E- 000007/US/CPC |
Gen 3 Injector (Flux Bridge) | United States | Granted | Patent | 13/220980 | Aug-30-2011 | 8973895 | Mar-10-2015 | Feb-09-2031 | ||||||||||
TAOC |
1316E- 000007/US/CPF |
Gen 3 Injector | United States | Granted | Patent | 14/641820 | Mar-09-2015 | 9683472 | Jun-20-2017 | Feb-09-2031 | ||||||||||
TAOC | 1316E-100007/CN/01 | Gen 3 Injector | China | Granted | Patent | PCT/US2011/024208 | Feb-09-2011 | ZL201180018411.8 | Mar-18-2015 | Feb-09-2031 | ||||||||||
TAOC | 1316E-100007/CN/02 | Gen 3 Injector | China | Pending | Patent | 201510076022.0 | Feb-09-2011 | Feb-09-2031 | ||||||||||||
TAOC | 1316E-100007/CN/04 | Gen 3 Injector | China | Granted | Patent | 201280022018.0 | Jun-05-2012 | 201280022018-0 | Feb-15-2017 | Jun-05-2032 | ||||||||||
TAOC | 1316E-100007/CN/05 | Gen 3 Injector | China | Granted | Patent | 201280042283.5 | Aug-28-2012 | 201280042283-5 | Aug-17-2016 | Aug-28-2032 | ||||||||||
TAOC | 1316E-100007/DE/01 | Gen 3 Injector | Germany | Pending | Patent | PCT/US2011/024208 | Feb-09-2011 | Feb-09-2031 | ||||||||||||
TAOC | 1316E-100007/DE/04 | Gen 3 Injector | Germany | Pending | Patent | 11 2012 002 573.3 | Jun-05-2012 | Jun-05-2032 | ||||||||||||
TAOC | 1316E-100007/DE/05 | Gen 3 Injector | Germany | Pending | Patent | 11 2012 003 626.3 | Aug-28-2012 | Aug-28-2032 | ||||||||||||
TAOC | 1316E-100007/IN/01 | Gen 3 Injector | India | Pending | Patent | PCT/US2011/024208 | Feb-09-2011 | Feb-09-2031 | ||||||||||||
TAOC | 1316E-100007/IN/04 | Gen 3 Injector | India | Pending | Patent | 8373/DELNP/2013 | Jun-05-2012 | Jun-05-2032 |
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
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Expiration
|
||||||||||
TAOC | 1316N-001677/US | Integrated Tagging System for an Electronic Shock Absorber | United States | Granted | Patent | 10/662546 | Sep-15-2003 | 6964325 | Nov-15-2005 | Sep-15-2023 | ||||||||||
TAOC | 1316I-101680/IN/01 | Extra Support Area for Valve Disc on Piston | India | Pending | Patent | 1640/DELNP/2006 | Sep-15-2004 | Sep-15-2024 | ||||||||||||
TAOC | 1316I-101682/CN/01 | Adjustable Damper with Control Valve, Mounted in an External Collar | China | Granted | Patent | 200480030695.2 | Jul-19-2004 | ZL200480030695.2 | Aug-05-2009 | Jul-19-2024 | ||||||||||
TAOC | 1316I-101682/EP/01 | Adjustable Damper with Control Valve, Mounted in an External Collar | European Patent | Pending | Patent | 04757120.3 | Jul-19-2004 | Jul-19-2024 | ||||||||||||
TAOC | 1316N-001682/US | Adjustable Damper with Control Valve, Mounted in an External Collar | United States | Granted | Patent | 10/666196 | Sep-17-2003 | 6978871 | Dec-27-2005 | Sep-17-2023 | ||||||||||
TAOC | 1316I-101684/IN/01 | BOOSTER TO ADAPT AIR SPRING PRESSURE FOR FDD SHOCK ABSORBER | India | Pending | Patent | 1459/DELNP/2006 | Sep-08-2004 | Sep-08-2024 | ||||||||||||
TAOC | 1316I-101690/BR/01 | Monotube Piston Valving System with Selective Bleed | Brazil | Granted | Patent | PI0414400.7 | Aug-25-2004 | PI04144007 | Nov-21-2017 | Nov-21-2027 | ||||||||||
TAOC | 1316I-101690/CN/01 | Monotube Piston Valving System with Selective Bleed | China | Granted | Patent | 2004 80029842.4 | Aug-25-2004 | ZL2004800298424 | May-12-2010 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/CN/02 | Monotube Piston Valving System with Selective Bleed | China | Granted | Patent | 2008 10186691.3 | Aug-25-2004 | ZL2008101866913 | Feb-09-2011 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/DE/02 | Monotube Piston Valving System with Selective Bleed | Germany | Granted | Patent | 11161224.8 | Aug-25-2004 | 2333373 | Oct-28-2015 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/DE/03 | Monotube Piston Valving System with Selective Bleed | Germany | Granted | Patent | 111612263 | Aug-25-2004 | 602004046052-4 | Oct-22-2014 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/DE/04 | Monotube Piston Valving System with Selective Bleed | Germany | Granted | Patent | 11161229.7 | Aug-25-2004 | 2360390 | Aug-03-2016 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/EP/01 | Monotube Piston Valving System with Selective Bleed | European Patent | Granted | Patent | 04782227.5 | Aug-25-2004 | 1664579 | Oct-03-2012 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/EP/02 | Monotube Piston Valving System with Selective Bleed | European Patent | Granted | Patent | 11161224.8 | Aug-25-2004 | 2333373 | Oct-28-2015 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/EP/03 | Monotube Piston Valving System with Selective Bleed | European Patent | Granted | Patent | 11161226.3 | Aug-25-2004 | 2362114 | Oct-22-2014 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/EP/04 | Monotube Piston Valving System with Selective Bleed | European Patent | Granted | Patent | 11161229.7 | Aug-25-2004 | 2360390 | Aug-03-2016 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/EP/DE | Monotube Piston Valving System with Selective Bleed | Germany | Granted | Patent | 04782227.5 | Aug-25-2004 | 6020040395692 | Oct-03-2012 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/IN/01 | Monotube Piston Valving System with Selective Bleed | India | Granted | Patent | 878/KOLNP/06 | Aug-25-2004 | 258950 | Feb-21-2014 | Aug-25-2024 | ||||||||||
TAOC | 1316I-101690/IN/02 | Monotube Piston Valving System with Selective Bleed | India | Pending | Patent | 3283/KOLNP/2011 | Aug-25-2004 | Aug-25-2024 | ||||||||||||
TAOC | 1316N-001690/US | Monotube Piston Valving System with Selective Bleed | United States | Granted | Patent | 10/662544 | Sep-15-2003 | 7070029 | Jul-04-2006 | Sep-15-2023 | ||||||||||
TAOC | 1316I-101691/TH | NEW TOP CAP CRIMPING FOR AIR SPRING SUSPENSION | Thailand | Pending | Patent | 0701006272 | Dec-12-2007 | Dec-12-2027 | ||||||||||||
TAOC | 1316I-101695/CN/01 | Rod Guide and Seal System for Gas Filled Shock Absorbers | China | Granted | Patent | 200580004808-6 | Jan-26-2005 | ZL200580004808-6 | Dec-07-2011 | Jan-26-2025 | ||||||||||
TAOC | 1316I-101695/DE/01 | Rod Guide and Seal System for Gas Filled Shock Absorbers | Germany | Granted | Patent | 11 2005 000363.9 | Jan-26-2005 | 1120050003639 | Oct-22-2015 | Jan-26-2025 | ||||||||||
TAOC | 1316I-101695/JP/01 | Rod Guide and Seal System for Gas Filled Shock Absorbers | Japan | Granted | Patent | 2006-553141 | Jan-26-2005 | 4890272 | Dec-22-2011 | Jan-26-2025 | ||||||||||
TAOC | 1316N-001695/US | Rod Guide and Seal System for Gas Filled Shock Absorbers | United States | Granted | Patent | 10/779592 | Feb-13-2004 | 7011193 | Mar-14-2006 | Feb-13-2024 | ||||||||||
TAOC | 1316I-101697/BR | SHOCK ABSORBER HAVING A HYDRAULIC STOP | Brazil | Pending | Patent | PI0503647.0 | Sep-08-2005 | Sep-08-2025 | ||||||||||||
TAOC | 1316I-101697/DE | SHOCK ABSORBER HAVING A HYDRAULIC STOP | Germany | Pending | Patent | 10 2005 040 584.3 | Aug-22-2005 | Aug-22-2025 |
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|
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||||||||||
TAOC | 1316N-001697/US | SHOCK ABSORBER HAVING A HYDRAULIC STOP | United States | Granted | Patent | 10/937838 | Sep-09-2004 | 7032727 | Apr-25-2006 | Sep-09-2024 | ||||||||||
TAOC |
1316N- 001697/US/DVA |
SHOCK ABSORBER HAVING A HYDRAULIC STOP | United States | Granted | Patent | 11/330277 | Jan-11-2006 | 7156213 | Jan-02-2007 | Jan-11-2026 | ||||||||||
TAOC | 1316I-101698/IN/01 | STROKE DEPENDENT DAMPING | India | Pending | Patent | 2478/DELNP/2007 | Sep-23-2005 | Sep-23-2025 | ||||||||||||
TAOC | 1316I-101698/KR/01 | STROKE DEPENDENT DAMPING | South Korea | Granted | Patent | 2007 7012019 | Sep-23-2005 | 101204432 | Nov-19-2012 | Sep-23-2025 | ||||||||||
TAOC | 1316I-101699/BR | AUTOMATIC ORIENTATION OF THE TOP MOUNT | Brazil | Pending | Patent | PI0504591.6 | Sep-09-2005 | Sep-09-2025 | ||||||||||||
TAOC | 1316I-101699/DE | AUTOMATIC ORIENTATION OF THE TOP MOUNT | Germany | Pending | Patent | 10 2005 043191.7 | Sep-09-2005 | Sep-09-2025 | ||||||||||||
TAOC | 1316N-001699/US | AUTOMATIC ORIENTATION OF THE TOP MOUNT | United States | Granted | Patent | 11/222343 | Sep-08-2005 | 7314224 | Jan-01-2008 | Sep-08-2025 | ||||||||||
TAOC | 1316I-101702/CN/01 | AMPLITUDE CONTROLLED ORIFICE VALVING | China | Granted | Patent | 2005 80035366.1 | Oct-13-2005 | ZL2005800353661 | Jan-30-2013 | Oct-13-2025 | ||||||||||
TAOC | 1316I-101702/DE/01 | AMPLITUDE CONTROLLED ORIFICE VALVING | Germany | Granted | Patent | 11-2005 002 549.7 | Oct-13-2005 | 112005002549.7 | Mar-26-2015 | Oct-13-2025 | ||||||||||
TAOC | 1316I-101702/IN/01 | AMPLITUDE CONTROLLED ORIFICE VALVING | India | Pending | Patent | 2659/DELNP/2007 | Oct-13-2005 | Oct-13-2025 | ||||||||||||
TAOC | 1316N-001702/US | AMPLITUDE CONTROLLED ORIFICE VALVING (MAD) | United States | Granted | Patent | 11/248102 | Oct-14-2004 | 7216747 | May-15-2007 | Oct-14-2024 | ||||||||||
TAOC | 1316I-101708/CN | FOUR PIECE PISTON FOR MTBO | China | Granted | Patent | 2006 10138978.X | Jun-21-2006 | 2006 10138978X | Apr-18-2012 | Jun-21-2026 | ||||||||||
TAOC | 1316I-101708/DE | FOUR PIECE PISTON FOR MTBO | Germany | Pending | Patent | 10 2006 028745.2 | Jun-20-2006 | Jun-20-2026 | ||||||||||||
TAOC | 1316I-101708/IN | FOUR PIECE PISTON FOR MTBO | India | Pending | Patent | 1464/DEL/2006 | Jun-21-2006 | Jun-21-2026 | ||||||||||||
TAOC | 1316N-001708/US | FOUR PIECE PISTON FOR MTBO | United States | Granted | Patent | 11/472261 | Jun-21-2006 | 7703586 | Apr-27-2010 | Jun-21-2026 | ||||||||||
TAOC | 1316I-101709/CN | SEMI-ACTIVE ANTI-ROLL SYSTEM | China | Granted | Patent | 2006.10086446.6 | Jun-21-2006 | ZL2006100864466 | Dec-15-2010 | Jun-21-2026 | ||||||||||
TAOC | 1316I-101709/DE | SEMI-ACTIVE ANTI-ROLL SYSTEM | Germany | Pending | Patent | 10 2006 028511.5 | Jun-21-2006 | Jun-21-2026 | ||||||||||||
TAOC | 1316I-101709/IN | SEMI-ACTIVE ANTI-ROLL SYSTEM | India | Granted | Patent | 1460/DEL/2006 | Jun-20-2006 | 295070 | Mar-27-2018 | Jun-20-2026 | ||||||||||
TAOC | 1316I-101709/JP/01 | SEMI-ACTIVE ANTI-ROLL SYSTEM | Japan | Granted | Patent | 2006-171060 | Jun-21-2006 | 5106797 | Oct-12-2012 | Jun-21-2026 | ||||||||||
TAOC | 1316N-001709/US | SEMI-ACTIVE ANTI-ROLL SYSTEM | United States | Granted | Patent | 11/471311 | Jun-20-2006 | 7751959 | Jul-06-2010 | Jun-20-2026 | ||||||||||
TAOC | 1316I-101715/BR/01 | Continuously Variable Semi Active Valve For Shock Absorbers | Brazil | Pending | Patent | PI0719780.2 | Oct-10-2007 | Oct-10-2027 | ||||||||||||
TAOC | 1316I-101715/CN/01 | Continuously Variable Semi Active Valve For Shock Absorbers | China | Granted | Patent | 2007 80038088.4 | Oct-10-2007 | ZL2007 800380884 | May-30-2012 | Oct-10-2027 | ||||||||||
TAOC | 1316I-101715/CN/02 | Continuously Variable Semi Active Valve For Shock Absorbers | China | Granted | Patent | 2011 10201479.1 | Oct-10-2007 | 2011102014791 | Apr-09-2014 | Oct-10-2027 | ||||||||||
TAOC | 1316I-101715/DE/01 | Continuously Variable Semi Active Valve For Shock Absorbers | Germany | Pending | Patent | 11 2007 002377.5 | Oct-10-2007 | Oct-10-2027 | ||||||||||||
TAOC | 1316I-101715/IN/01 | Continuously Variable Semi Active Valve For Shock Absorbers | India | Pending | Patent | 01961/CHENP/2009 | Oct-10-2007 | Oct-10-2027 | ||||||||||||
TAOC | 1316I-101715/JP/01 | Continuously Variable Semi Active Valve For Shock Absorbers | Japan | Pending | Patent | 2009-532392 | Oct-10-2007 | Oct-10-2027 | ||||||||||||
TAOC | 1316I-101715/TH | Continuously Variable Semi Active Valve For Shock Absorbers | Thailand | Granted | Patent | 0701005113 | Oct-10-2007 | 46027 | Sep-22-2015 | Oct-10-2027 | ||||||||||
TAOC | 1316N-001715/US | Continuously Variable Semi Active Valve For Shock Absorbers | United States | Granted | Patent | 11/546501 | Oct-11-2006 | 7743896 | Jun-29-2010 | Oct-11-2026 | ||||||||||
TAOC | 1316I-101716/CN/01 | SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING | China | Granted | Patent | 2008 80011856.1 | Apr-15-2008 | ZL2008 80011856.1 | Jan-09-2013 | Apr-15-2028 | ||||||||||
TAOC | 1316I-101716/CN/02 | SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING | China | Granted | Patent | 2012105130498 | Apr-15-2008 | ZL2012105130498 | Jul-01-2015 | Apr-15-2028 | ||||||||||
TAOC | 1316I-101716/DE/01 | SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING | Germany | Pending | Patent | 1120080006660 | Apr-15-2008 | Apr-15-2028 | ||||||||||||
TAOC | 1316I-101716/IN/01 | SHOCK ABSORBER HAVING A CONTINUOUSLY VARIABLE VALVE WITH SOFT VALVING | India | Pending | Patent | 1697/MUMP/2009 | Apr-15-2008 | Apr-15-2028 |
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Application
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||||||||||
TAOC | 1316I-101721/DE/01 | Velocity Progressive Valving | Germany | Pending | Patent | 11 2010 004474.0 | Nov-16-2010 | Nov-16-2030 | ||||||||||||
TAOC | 1316I-101721/IN/01 | Velocity Progressive Valving | India | Pending | Patent | 3767/DELNP/2012 | Nov-16-2010 | Nov-16-2030 | ||||||||||||
TAOC | 1316I-101721/TH/01 | Velocity Progressive Valving | Thailand | Pending | Patent | 1201002321 | Nov-16-2010 | Nov-16-2030 | ||||||||||||
TAOC | 1316N-001721/US | Velocity Progressive Valving | United States | Granted | Patent | 12/620618 | Nov-18-2009 | 8794407 | Aug-05-2014 | Nov-18-2029 | ||||||||||
TAOC | 1316I-101722/CN/01 | Positioning Feature and Method for Precise Vehicle Heights | China | Granted | Patent | 2008 80005436.2 | Feb-19-2008 | ZL2008 80005436.2 | Dec-21-2011 | Feb-19-2028 | ||||||||||
TAOC | 1316I-101722/CN/02 | Positioning Feature and Method for Precise Vehicle Heights | China | Pending | Patent | 2011 103191717 | Feb-19-2008 | Feb-19-2028 | ||||||||||||
TAOC | 1316I-101722/CN/03 | Positioning Feature and Method for Precise Vehicle Heights | China | Granted | Patent | 2011 103188502 | Feb-19-2008 | ZL2011103188502 | Jul-01-2015 | Feb-19-2028 | ||||||||||
TAOC | 1316I-101722/DE/01 | Positioning Feature and Method for Precise Vehicle Heights | Germany | Pending | Patent | 11 2008 0003351 | Feb-19-2008 | Feb-19-2028 | ||||||||||||
TAOC | 1316I-101722/IN/01 | Positioning Feature and Method for Precise Vehicle Heights | India | Pending | Patent | 1452/MVMNP/2009 | Feb-19-2008 | Feb-19-2028 | ||||||||||||
TAOC | 1316I-101722/JP/01 | Positioning Feature and Method for Precise Vehicle Heights | Japan | Granted | Patent | 2009-550898 | Feb-19-2008 | 5797377 | Aug-28-2015 | Feb-19-2028 | ||||||||||
TAOC | 1316I-101722/TH | Positioning Feature and Method for Precise Vehicle Heights | Thailand | Pending | Patent | 0801000855 | Feb-22-2008 | Feb-22-2028 | ||||||||||||
TAOC | 1316N-001722/US/01 | Positioning Feature and Method for Precise Vehicle Heights | United States | Granted | Patent | 12/070536 | Feb-19-2008 | 7988166 | Aug-02-2011 | Feb-19-2028 | ||||||||||
TAOC |
1316N- 001722/US/DVB |
Positioning Feature and Method for Precise Vehicle Heights | United States | Granted | Patent | 13/164890 | Jun-21-2011 | 8196942 | Jun-12-2012 | Feb-19-2028 | ||||||||||
TAOC | 1316I-101723/BR/01 | JUNCTION BLEED as feature for closed bleed valve design | Brazil | Pending | Patent | PI0813425.1 | Jul-17-2008 | Jul-17-2028 | ||||||||||||
TAOC | 1316I-101723/CN/01 | JUNCTION BLEED as feature for closed bleed valve design | China | Granted | Patent | 2008 80102145.5 | Jul-17-2008 | 200880102145.5 | May-21-2014 | Jul-17-2028 | ||||||||||
TAOC | 1316I-101723/EP/01 | JUNCTION BLEED as feature for closed bleed valve design | European Patent | Granted | Patent | 08788897.0 | Jul-17-2008 | 2158416 | May-30-2018 | Jul-17-2028 | ||||||||||
TAOC | 1316I-101723/EP/01- DE | JUNCTION BLEED as feature for closed bleed valve design | Germany | Granted | Patent | 08788897.0 | Jul-17-2008 | 2158416 | May-30-2018 | Jul-17-2028 | ||||||||||
TAOC | 1316I-101723/IN/01 | JUNCTION BLEED as feature for closed bleed valve design | India | Granted | Patent | 7419/CHENP/2009 | Jul-17-2008 | 272771 | Apr-26-2016 | Jul-17-2028 | ||||||||||
TAOC | 1316I-101723/JP/01 | JUNCTION BLEED as feature for closed bleed valve design | Japan | Granted | Patent | 2010-512806 | Jul-17-2008 | 5350372 | Aug-30-2013 | Jul-17-2028 | ||||||||||
TAOC | 1316N-001723/US | JUNCTION BLEED as feature for closed bleed valve design | United States | Granted | Patent | 11/821121 | Jun-21-2007 | 8069964 | Dec-06-2011 | Jun-21-2027 | ||||||||||
TAOC | 1316I-101724/CN/01 | Global Valve 2: disc spring blow-off valve | China | Granted | Patent | 200880104744.0 | Aug-29-2008 | ZL200880104744.0 | Apr-20-2016 | Aug-29-2028 | ||||||||||
TAOC | 1316I-101724/DE/01 | Global Valve 2: disc spring blow-off valve | Germany | Pending | Patent | 11 2008 002332.8 | Aug-29-2008 | Aug-29-2028 | ||||||||||||
TAOC | 1316I-101724/IN/01 | Global Valve 2: disc spring blow-off valve | India | Pending | Patent | 344/MUMNP/2010 | Aug-29-2008 | Aug-29-2028 | ||||||||||||
TAOC | 1316I-101724/JP/01 | Global Valve 2: disc spring blow-off valve | Japan | Pending | Patent | 2010-522966 | Aug-29-2008 | Aug-29-2028 | ||||||||||||
TAOC | 1316N-001724/US | Shock Absorber having a full displacement valve assembly (Global Valve) | United States | Granted | Patent | 11/897351 | Aug-30-2007 | 8997953 | Apr-07-2015 | Aug-30-2027 | ||||||||||
TAOC | 1316I-101725/CN/01 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | China | Granted | Patent | 2009 80120860.6 | Jun-05-2009 | 200980120860.6 | Jan-29-2014 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/CN/02 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | China | Granted | Patent | 201310196623.6 | Jun-05-2009 | ZL2013101966236 | Aug-19-2015 | Jun-05-2029 |
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 1316I-101725/CN/03 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | China | Granted | Patent | 201310197019.5 | Jun-05-2009 | ZL2013101970195 | Jul-08-2015 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/CN/04 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | China | Granted | Patent | 201310197161.X | Jun-05-2009 | ZL201310197161.X | May-13-2015 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/CN/05 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | China | Granted | Patent | 201310196527.1 | Jun-05-2009 | 201310196527-1 | May-13-2015 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/DE/01 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | Germany | Pending | Patent | 112009001375.9 | Jun-05-2009 | Jun-05-2029 | ||||||||||||
TAOC | 1316I-101725/IN/01 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | India | Pending | Patent | 8194/DELNP/2010 | Jun-05-2009 | Jun-05-2029 | ||||||||||||
TAOC | 1316I-101725/JP/01 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | Japan | Granted | Patent | 2011-512678 | Jun-05-2009 | 5420646 | Nov-29-2013 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/JP/02 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | Japan | Granted | Patent | 2013-175213 | Jun-05-2009 | 5797242 | Aug-28-2015 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/KR/01 | Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | South Korea | Granted | Patent | 10 2010 702 945.0 | Jun-05-2009 | 1629307 | Jun-03-2016 | Jun-05-2029 | ||||||||||
TAOC | 1316I-101725/KR/02 | Nested Check High Speed Valve | South Korea | Granted | Patent | 1020157021044 | Jan-05-2009 | 101622685 | May-13-2016 | Jun-05-2029 | ||||||||||
TAOC |
1316N- 001725/US/DVB |
Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | United States | Granted | Patent | 13/564944 | Aug-02-2012 | 8714320 | May-06-2014 | Jun-05-2028 | ||||||||||
TAOC |
1316N- 001725/US/DVC |
Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | United States | Granted | Patent | 13/564954 | Aug-02-2012 | 8590678 | Nov-26-2013 | Jun-05-2028 | ||||||||||
TAOC |
1316N- 001725/US/DVD |
Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | United States | Granted | Patent | 13/564964 | Aug-02-2012 | 8668061 | Mar-11-2014 | Jun-05-2028 | ||||||||||
TAOC |
1316N- 001725/US/DVE |
Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | United States | Granted | Patent | 13/564973 | Aug-02-2012 | 8511446 | Aug-20-2013 | Aug-02-2032 | ||||||||||
TAOC |
1316N- 001725/US/RCE |
Nested Check High Speed Valve / Flow sensitive support washer /Belleville port blocker / 2nd piston high speed restriction | United States | Granted | Patent | 12/133448 | Jun-05-2008 | 8297418 | Oct-30-2012 | Jun-05-2028 | ||||||||||
TAOC | 1316N-001727/US | Inverted strut comprising an air damper combined with a hydraulic stop | United States | Granted | Patent | 12/547582 | Aug-26-2009 | 8701846 | Apr-22-2014 | Aug-26-2029 | ||||||||||
TAOC | 1316I-101728/CN/01 | A Triple tube shock absorber having a shortened intermediate tube | China | Granted | Patent | 2010 80006848.5 | Jan-26-2010 | ZL2010800068485 | Jun-18-2014 | Jan-26-2030 | ||||||||||
TAOC | 1316I-101728/DE/01 | A Triple tube shock absorber having a shortened intermediate tube | Germany | Pending | Patent | 11 2010 000707.1 | Jan-26-2010 | Jan-26-2030 | ||||||||||||
TAOC | 1316I-101728/IN/01 | A Triple tube shock absorber having a shortened intermediate tube | India | Pending | Patent | 6654/DELNP/2011 | Jan-26-2010 | Jan-26-2030 | ||||||||||||
TAOC | 1316I-101728/KR/01 | A Triple tube shock absorber having a shortened intermediate tube | South Korea | Granted | Patent | 10-2011-7019576 | Jan-26-2010 | 10-1633651 | Jun-21-2016 | Jan-26-2030 | ||||||||||
TAOC | 1316N-001728/US | A Triple tube shock absorber having a shortened intermediate tube | United States | Granted | Patent | 12/366106 | Feb-05-2009 | 8511447 | Aug-20-2013 | Feb-05-2029 | ||||||||||
TAOC | 1316I-101730/CN/01 | HIGH VELOCITY DAMPING VALVE | China | Granted | Patent | 2009 80137909.9 | Sep-09-2009 | ZL2009801379099 | Nov-05-2014 | Sep-09-2029 |
Page 14
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Page 15
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 1316I-101734/CN/01 | Multipart spring seat design | China | Granted | Patent | 2011 80005449.1 | Apr-18-2011 | ZL2011800054491 | Jun-03-2015 | Apr-18-2031 | ||||||||||
TAOC | 1316I-101734/DE/01 | Multipart spring seat design | Germany | Pending | Patent | 11 2011 101 557.7 | Apr-18-2011 | Apr-18-2031 | ||||||||||||
TAOC | 1316I-101734/IN/01 | Multipart spring seat design | India | Pending | Patent | 5009/DELNP/2012 | Apr-18-2011 | Apr-18-2031 | ||||||||||||
TAOC | 1316I-101734/JP/01 | Multipart spring seat design | Japan | Granted | Patent | 2013-509087 | Apr-18-2011 | 5781155 | Jul-24-2015 | Apr-18-2031 | ||||||||||
TAOC | 1316N-001734/US | Multipart spring seat design | United States | Granted | Patent | 12/772459 | May-03-2010 | 8196941 | Jun-12-2012 | May-03-2030 | ||||||||||
TAOC | 1316I-101735/CN/01 | Damper Tubel Reinforcement Sleeve for Shock Absorber | China | Granted | Patent | 2011 80064447.X | Dec-15-2011 | ZL201180064447.X | Jun-03-2015 | Dec-15-2031 | ||||||||||
TAOC | 1316I-101735/CN/02 | Damper Tubel Reinforcement Sleeve for Shock Absorber | China | Granted | Patent | 201280020687.4 | Jun-21-2012 | ZL2012800206874 | Aug-05-2015 | Jun-21-2032 | ||||||||||
TAOC | 1316I-101735/DE/01 | Damper Tubel Reinforcement Sleeve for Shock Absorber | Germany | Pending | Patent | 11 2011 104 729.0 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
TAOC | 1316I-101735/DE/02 | Damper Tubel Reinforcement Sleeve for Shock Absorber | Germany | Pending | Patent | 112012002602.0 | Jun-21-2012 | Jun-21-2032 | ||||||||||||
TAOC | 1316I-101735/IN/01 | Damper Tubel Reinforcement Sleeve for Shock Absorber | India | Pending | Patent | 4862/DELNP/2013 | Dec-15-2011 | Dec-15-2031 | ||||||||||||
TAOC | 1316I-101735/IN/02 | Damper Tubel Reinforcement Sleeve for Shock Absorber | India | Pending | Patent | 8396/DELNP/2013 | Jun-21-2012 | Jun-21-2032 | ||||||||||||
TAOC | 1316I-101735/JP/02 | Damper Tubel Reinforcement Sleeve for Shock Absorber | Japan | Granted | Patent | 2014-517150 | Jun-21-2012 | 5997268 | Sep-02-2016 | Jun-21-2032 | ||||||||||
TAOC | 1316I-101735/TH/02 | Damper Tubel Reinforcement Sleeve for Shock Absorber | Thailand | Pending | Patent | 1301007078 | Jun-21-2012 | Jun-21-2032 | ||||||||||||
TAOC | 1316N-001735/US | Damper Tubel Reinforcement Sleeve for Shock Absorber | United States | Granted | Patent | 13/007718 | Jan-17-2011 | 8408569 | Apr-02-2013 | Jan-17-2031 | ||||||||||
TAOC |
1316N- 001735/US/CPA |
Damper Tubel Reinforcement Sleeve for Shock Absorber | United States | Granted | Patent | 13/167056 | Jun-23-2011 | 8434772 | May-07-2013 | Jan-17-2031 | ||||||||||
TAOC | 1316I-101736/CN/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | China | Granted | Patent | 201280006470.8 | Jan-18-2012 | ZL201280006470.8 | Mar-25-2015 | Jan-18-2032 | ||||||||||
TAOC | 1316I-101736/DE/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | Germany | Pending | Patent | 11 2012 000 683.6 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316I-101736/IN/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | India | Pending | Patent | 5896/DELNP/2013 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316I-101736/JP/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | Japan | Granted | Patent | 2013-552543 | Jan-18-2012 | 5908926 | Apr-01-2016 | Jan-18-2032 | ||||||||||
TAOC | 1316I-101736/KR/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | South Korea | Granted | Patent | 10-2013-7019694 | Jan-18-2012 | 101465677 | Nov-20-2014 | Jan-18-2032 | ||||||||||
TAOC | 1316I-101736/TH/01 | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | Thailand | Pending | Patent | 1301004313 | Jan-18-2012 | Jan-18-2032 | ||||||||||||
TAOC | 1316N-001736/US | Support Washer for Shock Absorber Valve with Blow-Off Tunability (hold 6-1-08) | United States | Granted | Patent | 13/020822 | Feb-04-2011 | 8739948 | Jun-03-2014 | Feb-04-2031 | ||||||||||
TAOC | 1316I-101737/CN/01 | Low Noise Compression/Rebound Valve Assembly | China | Granted | Patent | 201280030069.8 | Jul-11-2012 | ZL201280030069.8 | Jun-09-2017 | Jul-11-2032 | ||||||||||
TAOC | 1316I-101737/DE/01 | Low Noise Compression/Rebound Valve Assembly | Germany | Pending | Patent | 112012003051.6 | Jul-11-2012 | Jul-11-2032 | ||||||||||||
TAOC | 1316I-101737/IN/01 | Low Noise Compression/Rebound Valve Assembly | India | Pending | Patent | 9931/DELPN/2013 | Jul-11-2012 | Jul-11-2032 | ||||||||||||
TAOC | 1316I-101737/JP/01 | Low Noise Compression/Rebound Valve Assembly | Japan | Granted | Patent | 2014-521656 | Jul-11-2012 | 5972370 | Jul-22-2016 | Jul-11-2032 | ||||||||||
TAOC | 1316I-101737/KR/01 | Low Noise Compression/Rebound Valve Assembly | South Korea | Pending | Patent | 10-2013-7034211 | Jul-11-2012 | Jul-11-2032 | ||||||||||||
TAOC | 1316I-101737/TH/01 | Low Noise Compression/Rebound Valve Assembly | Thailand | Pending | Patent | 1401000271 | Jul-11-2012 | Jul-11-2032 |
Page 16
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Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 1316N-001737/US | Low Noise Compression/Rebound Valve Assembly | United States | Granted | Patent | 13/187647 | Jul-21-2011 | 9169890 | Oct-27-2015 | Jul-21-2031 | ||||||||||
TAOC | 1316I-101738/CN/01 | Energy harvesting passive & active suspension | China | Granted | Patent | 201280052390.6 | Oct-09-2012 | 201280052390.6 | Aug-17-2016 | Oct-09-2032 | ||||||||||
TAOC | 1316I-101738/DE/01 | Energy harvesting passive & active suspension | Germany | Pending | Patent | DE 11 2012 004 573.4 | Oct-09-2012 | Oct-09-2032 | ||||||||||||
TAOC | 1316I-101738/IN/01 | Energy harvesting passive & active suspension | India | Pending | Patent | 2630/DELNP/2014 | Oct-09-2012 | Oct-09-2032 | ||||||||||||
TAOC | 1316I-101738/JP/01 | Energy harvesting passive & active suspension | Japan | Granted | Patent | 2014-538816 | Oct-09-2012 | 6169584 | Jul-07-2017 | Oct-09-2032 | ||||||||||
TAOC | 1316I-101738/KR/01 | Energy harvesting passive & active suspension | South Korea | Pending | Patent | 10-2014-7013676 | Oct-09-2012 | Oct-09-2032 | ||||||||||||
TAOC | 1316I-101738/TH/01 | Energy harvesting passive & active suspension | Thailand | Pending | Patent | 1401002287 | Oct-09-2012 | Oct-09-2032 | ||||||||||||
TAOC | 1316N-001738/US | Energy harvesting passive & active suspension | United States | Granted | Patent | 13/286457 | Nov-01-2011 | 8966889 | Mar-03-2015 | Nov-01-2031 | ||||||||||
TAOC |
1316N- 001738/US/COB |
Energy harvesting passive & active suspension | United States | Granted | Patent | 14/616112 | Feb-06-2015 | 9784288 | Oct-10-2017 | Nov-01-2031 | ||||||||||
TAOC | 1316I-101740/CN/01 | Piston Assembly With Open Bleed | China | Granted | Patent | 201480015152-7 | Feb-28-2014 | ZL201480015152.7 | Jun-23-2017 | Feb-28-2034 | ||||||||||
TAOC | 1316I-101740/DE/01 | Piston Assembly With Open Bleed | Germany | Pending | Patent | 112014001485-0 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101740/DE/02 | Monotube Blow Off piston Assembly with Open Bleed | Germany | Pending | Patent | 112014007303.2 | Feb-14-2018 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101740/JP/01 | Piston Assembly With Open Bleed | Japan | Pending | Patent | 2016500500 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101740-JP-02 | Monotube Blow Off piston Assembly with Open Bleed | Japan | Pending | Patent | 2018-038258 | Mar-05-2018 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101740-KR-01 | Piston Assembly With Open Bleed | South Korea | Pending | Patent | 1020157025187 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101740-KR-02 | Monotube Blow Off piston Assembly with Open Bleed | South Korea | Pending | Patent | 10-2018-7006513 | Mar-06-2018 | Feb-28-2034 | ||||||||||||
TAOC | 1316N-001740/US | Monotube Blow Off piston Assembly with Open Bleed | United States | Granted | Patent | 14/191538 | Feb-27-2014 | 9067471 | Jun-30-2015 | Feb-27-2034 | ||||||||||
TAOC | 1316I-101741/BR/01 | Active suspension with energy recuperation option | Brazil | Pending | Patent | 112015015885.4 | Dec-31-2013 | Dec-31-2033 | ||||||||||||
TAOC | 1316I-101741/CN/01 | Passive and Active Suspension with Optimization of Energy Use | China | Granted | Patent | 201380069821.4 | Dec-31-2013 | ZL2013800698214 | Aug-08-2017 | Dec-31-2033 | ||||||||||
TAOC | 1316I-101741/DE/01 | Passive and Active Suspension with Optimization of Energy Use | Germany | Pending | Patent | 112013006374.3 | Dec-31-2013 | Dec-31-2033 | ||||||||||||
TAOC | 1316I-101741/IN/01 | Active suspension with energy recuperation option | India | Pending | Patent | 5322/DELNP/2015 | Dec-31-2013 | Dec-31-2033 | ||||||||||||
TAOC | 1316I-101741/JP/01 | Passive And Active Suspension Wtih Optimization Of Energy Usage | Japan | Pending | Patent | 2015551742 | Dec-31-2013 | Dec-31-2033 | ||||||||||||
TAOC | 1316I-101741/KR/01 | Passive And Active Suspension With Optimization Of Energy Usage | South Korea | Pending | Patent | 1020157021257 | Dec-31-2013 | Dec-31-2033 | ||||||||||||
TAOC | 1316N-001741/US | Active suspension with energy recuperation option | United States | Granted | Patent | 13/736269 | Jan-08-2013 | 9481221 | Nov-01-2016 | Jan-08-2033 | ||||||||||
TAOC | 1316I-101742/BR/01 | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | Brazil | Pending | Patent | 112014013414-6 | Nov-06-2012 | Nov-06-2032 | ||||||||||||
TAOC | 1316I-101742/DE/01 | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | Germany | Pending | Patent | 112012005129.7 | Nov-06-2012 | Nov-06-2032 | ||||||||||||
TAOC | 1316I-101742/IN/01 | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | India | Pending | Patent | 3956/DELNP/2014 | Nov-06-2012 | Nov-06-2032 | ||||||||||||
TAOC | 1316I-101742/KR/01 | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | South Korea | Pending | Patent | 10-2014-7014568 | Nov-06-2012 | Nov-06-2032 |
Page 17
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Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
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||||||||||
TAOC | 1316I-101742/TH/01 | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | Thailand | Pending | Patent | 1401002972 | Nov-06-2012 | Nov-06-2032 | ||||||||||||
TAOC | 1316N-001742/US | Spring Seat Manufacturing Installation Land or Stop Formed Into Seat | United States | Granted | Patent | 13/314314 | Dec-08-2011 | 8696004 | Apr-15-2014 | Dec-08-2031 | ||||||||||
TAOC | 1316I-101743/CN/01 | Multi Tuneable Degressive Valve | China | Granted | Patent | 201380046349.2 | Apr-09-2013 | ZL2013800463492 | May-17-2017 | Apr-09-2033 | ||||||||||
TAOC | 1316I-101743/DE/01 | Multi Tuneable Degressive Valve | Germany | Pending | Patent | 112013004396.3 | Apr-09-2013 | Apr-09-2033 | ||||||||||||
TAOC | 1316I-101743/IN/01 | Multi Tuneable Degressive Valve | India | Pending | Patent | 840/DELNP/2015 | Apr-09-2013 | Apr-09-2033 | ||||||||||||
TAOC | 1316I-101743/JP/01 | Multi Tuneable Degressive Valve | Japan | Pending | Patent | 2015531066 | Apr-09-2013 | Apr-09-2033 | ||||||||||||
TAOC | 1316I-101743/KR/01 | Multi Tuneable Degressive Valve | South Korea | Pending | Patent | 10-2015-7007042 | Apr-09-2013 | Apr-09-2033 | ||||||||||||
TAOC | 1316N-001743/US | Multi Tuneable Degressive Valve | United States | Granted | Patent | 13/606039 | Sep-07-2012 | 9080629 | Jul-14-2015 | Sep-07-2032 | ||||||||||
TAOC | 1316I-101745/CN/01 | Rod Guide Arrangement For Electronically Controlled Valve Applications | China | Pending | Patent | 201480015734.5 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101745/EP/01 | Rod Guide Arrangement For Electronically Controlled Valve Applications | European Patent | Pending | Patent | PCT/US2014/19307 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101745/IN/01 | Rod Guide Arrangement For Electronically Controlled Valve Applications | India | Pending | Patent | PCT/US2014/19307 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101745/JP/01 | Rod Guide Arrangement For Electronically Controlled Valve Applications | Japan | Pending | Patent | PCT/US2014/19307 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101745/KR/01 | Rod Guide Arrangement For Electronically Controlled Valve Applications | South Korea | Pending | Patent | PCT/US2014/19307 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316N-001745/US | Rod guide arrangement for digital valve applications | United States | Granted | Patent | 13/947169 | Jul-22-2013 | 9163691 | Oct-20-2015 | Jul-22-2033 | ||||||||||
TAOC | 1316I-101746/CN/01 | Two Position Valve With Face Seal And Pressure Relief Port | China | Granted | Patent | 201480015691-0 | Mar-14-2014 | ZL2014800156910 | Oct-24-2017 | Mar-14-2034 | ||||||||||
TAOC | 1316I-101746/CN/02 | Two Position Valve with Face Seal and Pressure Relief Port | China | Pending | Patent | 201710864984.1 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101746/EP/01 | Two Position Valve With Face Seal And Pressure Relief Port (DRiV) | European Patent | Pending | Patent | 14763013.1 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101746/IN/01 | Two Position Valve With Face Seal And Pressure Relief Port | India | Pending | Patent | 7659/DELNP/2015 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101746/JP/01 | Two Position Valve With Face Seal And Pressure Relief Port | Japan | Pending | Patent | 2016502714 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101746/KR/01 | Two Position Valve With Face Seal And Pressure Relief Port | South Korea | Pending | Patent | 1020157025614 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316N-001746/US | Two Position Valve Arrangements for Shock Absorber | United States | Granted | Patent | 14/208410 | Mar-13-2014 | 9879748 | Jan-30-2018 | Mar-13-2034 | ||||||||||
TAOC | 1316I-101747/BR/01 | Recuperating Passive and Active Suspension | Brazil | Pending | Patent | 112015008918.6 | Oct-23-2013 | Oct-23-2033 | ||||||||||||
TAOC | 1316I-101747/CN/01 | Recuperating Passive and Active Suspension | China | Granted | Patent | 201380055743.2 | Oct-23-2013 | ZL201380055743.2 | Jun-30-2017 | Oct-23-2033 | ||||||||||
TAOC | 1316I-101747/DE/01 | Active suspension system with hydraulic energy recuperation, storage and reuse with chamber decoupling and hydraulic boost. | Germany | Pending | Patent | 112013005150.8 | Oct-23-2013 | Oct-23-2033 | ||||||||||||
TAOC | 1316I-101747/IN/01 | Recuperating Passive and Active Suspension | India | Pending | Patent | 2835/DELNP/2015 | Oct-23-2013 | Oct-23-2033 | ||||||||||||
TAOC | 1316I-101747/JP/01 | Recuperating Passive and Active Suspension | Japan | Granted | Patent | 2015-539745 | Oct-23-2013 | 6301943 | Mar-09-2018 | Oct-23-2033 | ||||||||||
TAOC | 1316I-101747/KR/01 | Recuperating Passive and Active Suspension | South Korea | Pending | Patent | 1020157011441 | Oct-23-2013 | Oct-23-2033 |
Page 18
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Technology / Invention Title |
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Status |
Type |
Application
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Application
|
Grant Number |
Grant Date |
Expiration
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||||||||||
TAOC | 1316N-001747/US | Active suspension system with hydraulic energy recuperation, storage and reuse with chamber decoupling and hydraulic boost. | United States | Granted | Patent | 13/660234 | Oct-25-2012 | 8820064 | Sep-02-2014 | Oct-25-2032 | ||||||||||
TAOC | 1316I-101748/CN/01 | Dual Range Damping System for a Shock Absorber | China | Granted | Patent | 201380032521.9 | May-09-2013 | 201380032521.9 | Jun-08-2016 | May-09-2033 | ||||||||||
TAOC | 1316I-101748/DE/01 | Dual Range Damping System | Germany | Pending | Patent | 112013003335.6 | May-09-2013 | May-09-2033 | ||||||||||||
TAOC | 1316I-101748/IN/01 | Dual Range Damping System for a Shock Absorber | India | Pending | Patent | 9910/DELNP/2014 | May-09-2013 | May-09-2033 | ||||||||||||
TAOC | 1316I-101748/JP/01 | Dual Range Damping System for a Shock Absorber | Japan | Granted | Patent | 2015-520184 | May-09-2013 | 6212551 | Dec-22-2017 | May-09-2033 | ||||||||||
TAOC | 1316I-101748/KR/01 | Dual Range Damping System for a Shock Absorber | South Korea | Pending | Patent | 10-2015-7000727 | May-09-2013 | May-09-2033 | ||||||||||||
TAOC | 1316N-001748/US | Dual Range Damping System for a Shock Absorber | United States | Granted | Patent | 13/849581 | Mar-25-2013 | 9074651 | Jul-07-2015 | Mar-25-2033 | ||||||||||
TAOC | 1316I-101749/BR/01 | Jounce Bumper Nose Retaining Feature For A Shock Absorber | Brazil | Pending | Patent | 112015021424.0 | Mar-04-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316I-101749/CN/01 | Jounce bumper nose retaining feature for a Shock Absorber | China | Granted | Patent | 201480012634.7 | Mar-04-2014 | ZL2014800126347 | Oct-03-2017 | Mar-04-2034 | ||||||||||
TAOC | 1316I-101749/CN/02 | Jounce bumper nose retaining feature for Shock Absorber | China | Pending | Patent | 201710877461.0 | Mar-14-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316I-101749/DE/01 | Jounce bumper nose retaining feature for a Shock Absorber | Germany | Pending | Patent | 112014001146.0 | Mar-04-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316I-101749/IN/01 | Jounce bumper nose retaining feature for a Shock Absorber | India | Pending | Patent | 7225/DELNP/2015 | Mar-04-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316I-101749/JP/01 | Jounce bumper nose retaining feature for a Shock Absorber | Japan | Pending | Patent | 2015561547 | Mar-04-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316I-101749/KR/01 | Jounce Bumper Nose Retaining Feature For A Shock Absorber | South Korea | Pending | Patent | 1020157023795 | Mar-04-2014 | Mar-04-2034 | ||||||||||||
TAOC | 1316N-001749/US | Jounce Bumper Nose Retaining feature for a Shock Absorber | United States | Granted | Patent | 13/787941 | Mar-07-2013 | 9004470 | Apr-14-2015 | Mar-07-2033 | ||||||||||
TAOC | 1316I-101750/CN/01 | Valve Switching Controls For Adjustable Damper | China | Granted | Patent | PCT/US2014/019426 | Feb-28-2014 | ZL2014800111341 | Jun-06-2017 | Feb-28-2034 | ||||||||||
TAOC | 1316I-101750/EP/01 | Valve Switching Controls For Adjustable Damper | European Patent | Granted | Patent | PCT/US2014/019426 | Feb-28-2014 | 2962011 | Feb-21-2018 | Feb-28-2034 | ||||||||||
TAOC | 1316I-101750/EP/02 | Integrated Electronics, or Printed Circuit Board Assembly (PCBA), for an adjustable hydraulic damper | European Patent | Pending | Patent | 17207671.3 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101750/IN/01 | Valve Switching Controls For Adjustable Damper | India | Pending | Patent | PCT/US2014/019426 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101750/JP/01 | Valve Switching Controls For Adjustable Damper | Japan | Pending | Patent | PCT/US2014/019426 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101750/KR/01 | Valve Switching Controls For Adjustable Damper | South Korea | Pending | Patent | 1020157023797 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316N-001750/US | Valve Switching Controls for Adjustable Damper | United States | Granted | Patent | 14/191885 | Feb-27-2014 | 9217483 | Dec-22-2015 | Feb-27-2034 | ||||||||||
TAOC |
1316N- 001750/US/COC |
Integrated Electronics, or Printed Circuit Board Assembly (PCBA), for an adjustable hydraulic damper | United States | Pending | Patent | 15/872451 | Jan-16-2018 | Feb-27-2034 | ||||||||||||
TAOC |
1316N- 001750/US/DVB |
Valve Switching Controls for Adjustable Damper | United States | Granted | Patent | 14/947222 | Nov-20-2015 | 9925842 | Mar-27-2018 | Aug-18-2034 | ||||||||||
TAOC | 1316I-101751/CN/01 | Rod Guide Assembly With Multi-Piece Valve Assembly | China | Granted | Patent | 201480015694 | Mar-14-2014 | ZL2014800156944 | Aug-15-2017 | Mar-14-2034 | ||||||||||
TAOC | 1316I-101751/EP/01 | Rod Guide Assembly With Multi-Piece Valve Assembly | European Patent | Pending | Patent | 14762991.9 | Mar-14-2014 | Mar-14-2034 |
Page 19
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 1316I-101751/IN/01 | Rod Guide Assembly With Multi-Piece Valve Assembly | India | Pending | Patent | 8020/DELNP/2015 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101751/JP/01 | Rod Guide Assembly With Multi-Piece Valve Assembly | Japan | Pending | Patent | 2016502773 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316I-101751/KR/01 | Rod Guide Assembly With Multi-Piece Valve Assembly | South Korea | Pending | Patent | 1020157024166 | Mar-14-2014 | Mar-14-2034 | ||||||||||||
TAOC | 1316N-001751/US | Rod Guide Assembly with Multi-Piece Valve Assembly, Single Coil Overmold Assembly, Circuit Board Assembly, and Oil Seal Located above the Upper Rod Guide | United States | Granted | Patent | 14/211318 | Mar-14-2014 | 9404551 | Aug-02-2016 | Mar-14-2034 | ||||||||||
TAOC | 1316I-101753/CN/01 | Suspension Leveling System | China | Granted | Patent | 201480020380-3 | Apr-10-2014 | ZL201480020380.3 | Jul-04-2017 | Apr-10-2034 | ||||||||||
TAOC | 1316I-101753/DE/01 | Suspension Leveling System | Germany | Pending | Patent | 1120140019046 | Apr-10-2014 | Apr-10-2034 | ||||||||||||
TAOC | 1316I-101753/JP/01 | Suspension Leveling System | Japan | Pending | Patent | 2016507653 | Apr-10-2014 | Apr-10-2034 | ||||||||||||
TAOC | 1316I-101753/KR/01 | Suspension Leveling System | South Korea | Pending | Patent | 1020157028613 | Apr-10-2014 | Apr-10-2034 | ||||||||||||
TAOC | 1316N-001753/US | Suspension Leveling System | United States | Granted | Patent | 14/249461 | Apr-10-2014 | 9272598 | Mar-01-2016 | Apr-10-2034 | ||||||||||
TAOC | 1316I-101754/CN/01 | Recuperating Passive And Active Suspension | China | Granted | Patent | 2014800406742 | May-21-2014 | ZL2014800406742 | Dec-26-2017 | May-21-2034 | ||||||||||
TAOC | 1316I-101754/CN-2 | Vehicle Leveling System | China | Pending | Patent | 201711128586.X | Nov-15-2017 | May-21-2034 | ||||||||||||
TAOC | 1316I-101754/DE/01 | Recuperating Passive And Active Suspension | Germany | Pending | Patent | 112014003382.0 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316I-101754/JP/01 | Recuperating Passive And Active Suspension | Japan | Pending | Patent | PCT/US2014/38884 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316I-101754/KR/01 | Recuperating Passive And Active Suspension | South Korea | Pending | Patent | 1020167001343 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316N-001754/US | Hydraulic leveling in combination with an active suspension system | United States | Granted | Patent | 13/950379 | Jul-25-2013 | 9108484 | Aug-18-2015 | Jul-25-2033 | ||||||||||
TAOC |
1316N- 001754/US/DVB |
Recuperating Passive and Active Suspension | United States | Granted | Patent | 14/793866 | Jul-08-2015 | 9586456 | Mar-07-2017 | Jul-25-2033 | ||||||||||
TAOC | 1316I-101755/DE/01 | Frequency dependant passive valve working in rebound and compression | Germany | Pending | Patent | 112014002982.3 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316N-001755/US | Frequency dependant passive valve working in rebound and compression | United States | Granted | Patent | 13/950423 | Jul-25-2013 | 9080634 | Jul-14-2015 | Jul-25-2033 | ||||||||||
TAOC | 1316I-101756/CN/01 | Shock Absorber with Frequency Dependent Passive Valve | China | Pending | Patent | PCT/US2015/016571 | Feb-19-2015 | Feb-19-2035 | ||||||||||||
TAOC | 1316I-101756/DE/01 | Shock Absorber with Frequency Dependent Passive Valve | Germany | Pending | Patent | 112015001028.9 | Feb-19-2015 | Feb-19-2035 | ||||||||||||
TAOC | 1316I-101756/IN-01 | Shock Absorber with Frequency Dependent Passive Valve | India | Pending | Patent | PCT/US2015/016571 | Feb-19-2015 | Feb-19-2035 | ||||||||||||
TAOC | 1316I-101756/JP/01 | Shock Absorber with Frequency Dependent Passive Valve | Japan | Pending | Patent | PCT/US2015/016571 | Feb-19-2015 | Feb-19-2035 | ||||||||||||
TAOC | 1316I-101756/KR/01 | Shock Absorber with Frequency Dependent Passive Valve | South Korea | Pending | Patent | PCT/US2015/016571 | Feb-19-2015 | Feb-19-2035 | ||||||||||||
TAOC | 1316N-001756/US | Frequency dependant passive valve working in rebound and compression | United States | Granted | Patent | 14/193102 | Feb-28-2014 | 9500255 | Nov-22-2016 | Jul-05-2034 | ||||||||||
TAOC | 1316I-101757/CN/01 | Shock Absorber With Frequency Dependent Passive Valve | China | Granted | Patent | 201480044217.0 | May-21-2014 | ZL2014800442170 | Oct-03-2017 | May-21-2034 | ||||||||||
TAOC | 1316I-101757/EP/01 | Frequency dependant passive valve working in rebound or in compression | European Patent | Pending | Patent | 14839704.5 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316I-101757/IN/01 | Frequency dependant passive valve working in rebound or in compression | India | Pending | Patent | 201617000442 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316I-101757/KR/01 | Shock Absorber With Frequency Dependent Passive Valve | South Korea | Pending | Patent | 1020167002922 | May-21-2014 | May-21-2034 |
Page 20
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 1316N-001757/US | Frequency dependant passive valve working in rebound or in compression | United States | Granted | Patent | 13/975454 | Aug-26-2013 | 9239092 | Jan-19-2016 | Aug-26-2033 | ||||||||||
TAOC |
1316N- 001757/US/CPB |
SHOCK ABSORBER WITH FREQUENCY DEPENDENT PASSIVE VALVE | United States | Granted | Patent | 14/878397 | Oct-08-2015 | 9638280 | May-02-2017 | Aug-26-2033 | ||||||||||
TAOC | 1316N-101757/JP-01 | Frequency dependant passive valve working in rebound or in compression | Japan | Pending | Patent | PCT/US2014/38874 | May-21-2014 | May-21-2034 | ||||||||||||
TAOC | 1316I-101758/CN/01 | Orifice disc for regulating flow in a damper | China | Granted | Patent | 2014800270386 | May-13-2014 | ZL201480027038.6 | Jul-04-2017 | May-13-2034 | ||||||||||
TAOC | 1316I-101758/DE/01 | Orifice disc for regulating flow in a damper | Germany | Pending | Patent | 1120140011231 | May-13-2014 | May-13-2034 | ||||||||||||
TAOC | 1316I-101758/KR/01 | Orifice disc for regulating flow in a damper | South Korea | Pending | Patent | 1020157027898 | May-13-2014 | May-13-2034 | ||||||||||||
TAOC | 1316N-001758/US | Orifice disc for regulating flow in a damper | United States | Granted | Patent | 14/275235 | May-12-2014 | 9441699 | Sep-13-2016 | May-12-2034 | ||||||||||
TAOC | 1316I-101759/CN/01 | Low pressure high compression damping mono tube shock | China | Granted | Patent | 201480043924.8 | Aug-14-2014 | ZL201480043924.8 | Jul-28-2017 | Aug-14-2034 | ||||||||||
TAOC | 1316I-101759/DE/01 | Low pressure high compression damping mono tube shock | Germany | Pending | Patent | PCT/US2014/51062 | Aug-14-2014 | Aug-14-2034 | ||||||||||||
TAOC | 1316I-101759/IN/01 | Low Pressure High Compression Damping Monotube Shock Absorber | India | Pending | Patent | 201617002923 | Aug-14-2014 | Aug-14-2034 | ||||||||||||
TAOC | 1316I-101759/KR/01 | Low Pressure High Compression Damping Monotube Shock Absorber | South Korea | Pending | Patent | 1020167002921 | Aug-14-2014 | Aug-14-2034 | ||||||||||||
TAOC | 1316N-001759/US | Low pressure high compression damping monotube shock absorber | United States | Granted | Patent | 14/459394 | Aug-14-2014 | 9533538 | Jan-03-2017 | Aug-14-2034 | ||||||||||
TAOC | 1316N-101759/JP/01 | Low pressure high compression damping mono tube shock | Japan | Pending | Patent | PCT/US2014/51062 | Aug-14-2014 | Aug-14-2034 | ||||||||||||
TAOC | 1316I-101761/CN/01 | Damper with Integrated Electronics | China | Granted | Patent | 201480010828.3 | Feb-28-2014 | ZL2014800108283 | May-04-2018 | Feb-28-2034 | ||||||||||
TAOC | 1316I-101761/CN/02 | Damper with Integrated Electronics | China | Pending | Patent | 201611165897.9 | Dec-16-2016 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101761/EP/01 | Damper with Integrated Electronics | European Patent | Pending | Patent | 14756361.3 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101761/IN/01 | Damper with Integrated Electronics | India | Pending | Patent | 7362/DELNP/2015 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101761/JP/01 | Damper with Integrated Electronics | Japan | Pending | Patent | 2015560364 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101761/KR/01 | Damper with Integrated Electronics | South Korea | Pending | Patent | 1020157023799 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316N-001761/US | Damper with Integrated Electronics (In Guide) | United States | Granted | Patent | 14/193879 | Feb-28-2014 | 9399383 | Jul-26-2016 | Feb-28-2034 | ||||||||||
TAOC |
1316N- 001761/US/COC |
Damper with Integrated Electronics | United States | Granted | Patent | 15/218501 | Jul-25-2016 | 10000104 | Jun-19-2018 | Feb-28-2034 | ||||||||||
TAOC |
1316N- 001761/US/CPB |
Damper with Integrated Electronics (In Cap) | United States | Granted | Patent | 14/303943 | Jun-13-2014 | 9802456 | Oct-31-2017 | Feb-28-2034 | ||||||||||
TAOC | 1316I-101763/CN/01 | Autonomous Control Damper | China | Pending | Patent | 201480010846-1 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101763/EP/01 | Autonomous Control Damper | European Patent | Pending | Patent | 14757104.6 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101763/IN/01 | Autonomous Control Damper | India | Pending | Patent | 7519/DELNP/2015 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101763/JP/01 | Autonomous Control Damper | Japan | Pending | Patent | 2015560348 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316I-101763/KR/01 | Autonomous Control Damper | South Korea | Pending | Patent | 1020157023846 | Feb-28-2014 | Feb-28-2034 | ||||||||||||
TAOC | 1316N-001763/US | Autonomous Control Damper | United States | Granted | Patent | 14/192173 | Feb-27-2014 | 9884533 | Feb-06-2018 | Feb-27-2034 | ||||||||||
TAOC | 1316I-101765/EP-01 | Rod Guide System and Method with Multiple Solenoid Valve Cartridges and Multiple Pressure Regulated Valve Assemblies | European Patent | Pending | Patent | PCT/US2015/035568 | Jun-12-2015 | Jun-12-2035 |
Page 21
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Page 22
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant
|
Grant Date |
Expiration
|
||||||||||
TAOC | 1316N-101773/DE-01 | System and Method For Attaching A Control Element Of An Air Spring With Internal Height Regulating Valve | Germany | Pending | Patent | PCT/US2015/049324 | Sep-10-2015 | Sep-10-2035 | ||||||||||||
TAOC | 1316I-101774/DE/01 | Variable Radius Spring Disc for Vehicle Shock Absorber | Germany | Pending | Patent | 112015001234.6 | May-20-2015 | May-20-2035 | ||||||||||||
TAOC | 1316I-101774-CN-01 | Variable Radius Spring Disc for Vehicle Shock Absorber | China | Pending | Patent | PCT/US2015/031700 | May-20-2015 | May-20-2035 | ||||||||||||
TAOC | 1316N-001774/US | Helical Blow-off Disc | United States | Granted | Patent | 14/716048 | May-19-2015 | 9587703 | Mar-07-2017 | May-19-2035 | ||||||||||
TAOC |
1316N- 001774/US/COB |
Variable Pressure Area Non-Concentric Land Piston | United States | Pending | Patent | 15/402813 | Jan-10-2017 | May-19-2035 | ||||||||||||
TAOC | 1316I-101775/CN | Shock Absorber Having Check Disc for Orifice Passage | China | Pending | Patent | 201710077365.8 | Feb-14-2017 | Feb-14-2037 | ||||||||||||
TAOC | 1316I-101775/DE | Shock Absorber Having Check Disc for Orifice Passage | Germany | Pending | Patent | 102017101840.9 | Jan-31-2017 | Jan-31-2037 | ||||||||||||
TAOC | 1316N-001775/US | Shock Absorber Having Check Disc for Orifice Passage | United States | Granted | Patent | 15/046566 | Feb-18-2016 | 9845839 | Dec-19-2017 | Feb-18-2036 | ||||||||||
TAOC | 1316I-101777/CN | Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution | China | Pending | Patent | 201710103616.5 | Feb-24-2017 | Feb-24-2037 | ||||||||||||
TAOC | 1316I-101777/DE | Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution | Germany | Pending | Patent | 102017103915.5 | Feb-24-2017 | Feb-24-2037 | ||||||||||||
TAOC | 1316N-001777/US | Monotube Active Suspension System Having Different System Layouts for Controlling Pump Flow Distribution | United States | Pending | Patent | 15/434435 | Feb-16-2017 | Feb-16-2037 | ||||||||||||
TAOC | 1316N-001778/US | System for Active Control of Suspension | United States | Pending | Patent | 15/440059 | Feb-23-2017 | Feb-23-2037 | ||||||||||||
TAOC |
1316N- 001778/WO/POA |
System and Method for Controlling Dampers of an Active Suspension System | WO | Pending | Patent | PCT/US2017/019330 | Feb-24-2017 | Aug-24-2019 | ||||||||||||
TAOC | 1316I-101779/DE | Damper Having Reinforced Catcher | Germany | Pending | Patent | 102017105424.3 | Mar-14-2017 | Mar-14-2037 | ||||||||||||
TAOC | 1316I-101779/IN | Damper Having Reinforced Catcher | India | Pending | Patent | 201714008995 | Mar-15-2017 | Mar-15-2037 | ||||||||||||
TAOC | 1316N-001779/US | Damper Having Reinforced Catcher | United States | Granted | Patent | 15/077214 | Mar-22-2016 | 9873303 | Jan-23-2018 | Mar-22-2036 | ||||||||||
TAOC | 1316N-101779/CN | Damper Having Reinforced Catcher | China | Pending | Patent | 201710155977.4 | Mar-16-2017 | Mar-16-2037 | ||||||||||||
TAOC | 1316N-101779/JP | Damper Having Reinforced Catcher | Japan | Pending | Patent | 2017-055650 | Mar-22-2017 | Mar-22-2037 | ||||||||||||
TAOC | 1316I-101780/AU | Single Piece Steering Stabalizer for Motor Vehicle | Australia | Pending | Patent | 2017204212 | Jun-21-2017 | Jun-21-2037 | ||||||||||||
TAOC | 1316I-101780/CN | Steering Stabalizer for Motor Vehicle | China | Pending | Patent | 201710475012.3 | Jun-21-2017 | Jun-21-2037 | ||||||||||||
TAOC | 1316I-101780/DE | Steering Stabalizer for Motor Vehicle | Germany | Pending | Patent | 102017113299.6 | Jun-16-2017 | Jun-16-2037 | ||||||||||||
TAOC | 1316N-001780/US | Single Piece Steering Stabalizer for Motor Vehicle | United States | Pending | Patent | 15/189574 | Jun-22-2016 | Jun-22-2036 | ||||||||||||
TAOC | 1316N-001780-US- CON1 | Single Piece Steering Stabalizer for Motor Vehicle | United States | Pending | Patent | 16/109992 | Aug-23-2018 | Jun-22-2036 | ||||||||||||
TAOC | 1316N-001781/US | Method of Alerting Driver to Condition of Suspension System | United States | Pending | Patent | 15/716671 | Sep-27-2017 | Sep-27-2037 | ||||||||||||
TAOC | 1316N-001781-WO- POA | Method of Alerting Driver to Condition of Suspension System | WO | Pending | Patent | US2017/054704 | Oct-02-2017 | Apr-03-2020 | ||||||||||||
TAOC | 1316N-001782/US | Baffle Tube for Damper with Electromechanical Valve | United States | Granted | Patent | 15/380468 | Dec-15-2016 | 10054182 | Aug-21-2018 | Dec-15-2036 | ||||||||||
TAOC | 1316I-101783/IN | Frequency Dependent Damper | India | Pending | Patent | 201621040502 | Nov-28-2016 | Nov-28-2036 | ||||||||||||
TAOC | 1316N-001783/WO- POA | Frequency Dependent Damper | WO | Pending | Patent | PCT/US2017/062211 | Nov-17-2017 | May-28-2020 | ||||||||||||
TAOC | 1316N-001783/WO- POB | Frequency Dependent Damper | WO | Pending | Patent | PCT/US2017/062841 | Nov-21-2017 | May-28-2020 | ||||||||||||
TAOC | 1316N-001784/CN | Quad FET for Power and Accuracy | China | Pending | Patent | 201810229838.6 | Mar-20-2018 | Mar-20-2038 | ||||||||||||
TAOC | 1316N-001784/DE | Quad FET for Power and Accuracy | Germany | Pending | Patent | 1020181061277 | Mar-16-2018 | Mar-16-2038 | ||||||||||||
TAOC | 1316N-001784/US | Damper with Power Drive Electronics | United States | Pending | Patent | 15/464735 | Mar-21-2017 | Mar-21-2037 | ||||||||||||
TAOC | 1316N-001785/US | Interlinked Active Suspension | United States | Pending | Patent | 15/613398 | Jun-05-2017 | Jun-05-2037 |
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC |
1316N- 001785/WO/POA |
Aconetic | WO | Pending | Patent | PCT/US2018/035866 | Jun-04-2018 | Dec-05-2020 | ||||||||||||
TAOC | 1316I-101786/CN/01 | A Reinforcement Fabric For Reinforcement Of An Impact Resistant Or Structural Composite Part | China | Pending | Patent | 201480083174.7 | Nov-04-2014 | Nov-04-2034 | ||||||||||||
TAOC | 1316I-101786/DE/01 | A Reinforcement Fabric For Reinforcement Of An Impact Resistant Or Structural Composite Part | Germany | Pending | Patent | 112014007131.5 | Nov-04-2014 | Nov-04-2034 | ||||||||||||
TAOC | 1316N-001787/US | Damper with Volume Reducing Insert | United States | Pending | Patent | 16/009592 | Jun-15-2018 | Jun-15-2038 | ||||||||||||
TAOC | 1316N-001787/WO | Damper with Volume Reducing Insert | WO | Pending | Patent | PCT/US2018/039708 | Jun-27-2018 | Dec-28-2020 | ||||||||||||
TAOC | 1316I-101788/CN | Damper With Printed Circuit Board Carrier | China | Pending | Patent | 201810510326.7 | May-24-2018 | May-24-2038 | ||||||||||||
TAOC | 1316I-101788/DE | Damper With Printed Circuit Board Carrier | Germany | Pending | Patent | 102018111907.0 | May-17-2018 | May-17-2038 | ||||||||||||
TAOC | 1316I-101788/IN | Damper With Printed Circuit Board Carrier | India | Pending | Patent | 20182401934 | May-29-2018 | May-29-2038 | ||||||||||||
TAOC | 1316N-001788/US | Damper With Printed Circuit Board Carrier | United States | Pending | Patent | 15/615053 | Jun-06-2017 | Jun-06-2037 | ||||||||||||
TAOC | 1316N-001790/US | Systems and methods for integrated chassis control in ground vehicles | United States | Pending | Patent | 15/843369 | Dec-15-2017 | Dec-15-2037 | ||||||||||||
TAOC | 1316N-001791/US | Systems And Methods For Ride Control Blending In Electric Vehicles | United States | Pending | Patent | 15/843395 | Dec-15-2017 | Dec-15-2037 | ||||||||||||
TAOC | 1316N-001792/US | Damper with Electro-magnetic Actuator | United States | Pending | Patent | 15/903571 | Feb-23-2018 | Feb-23-2038 | ||||||||||||
TAOC | 1316N-001793/US | Damper with Valve Preload Limiter | United States | Pending | Patent | 15/933951 | Mar-23-2018 | Mar-23-2038 | ||||||||||||
TAOC | 1316N-001794/US | Damper with Floating Piston Bleed Channel | United States | Pending | Patent | 15/933993 | Mar-23-2018 | Mar-23-2038 | ||||||||||||
TAOC | 1316N-001795/US | BAFFLE FOR DAMPER WITH ELECTROMECHANICAL VALVE | United States | Pending | Patent | 15/843340 | Dec-15-2017 | Dec-15-2037 | ||||||||||||
TAOC | 1316N-001796/US | Active Damper System Actuator Arrangement | United States | Pending | Patent | 15/903415 | Feb-23-2018 | Feb-23-2038 | ||||||||||||
TAOC | 1316N-001797/US | Damper With Internal Hydraulic Stop | United States | Pending | Patent | 15/966056 | Apr-30-2018 | Apr-30-2038 | ||||||||||||
TAOC | 1316N-001798/US | Damper Bumper Cap with Labyrinth Air Passageway | United States | Pending | Patent | 15/964317 | Apr-27-2018 | Apr-27-2038 | ||||||||||||
TAOC | 1316N-001800/US | Active Tire Force Vector | United States | Pending | Patent | 16/110025 | Aug-23-2018 | Aug-23-2038 | ||||||||||||
TAOC | 2001E-001625/US | ACOUSTIC SYSTEM IDENTIFICATION USING ACOUSTIC MASKING | United States | Granted | Patent | 09/195294 | Nov-18-1998 | 6594365 | Jul-15-2003 | Nov-18-2018 | ||||||||||
TAOC | 2001U-001626/US | STRAIGHT THROUGH MUFFLER WITH CONICALLY- ENDED OUTPUT PASSAGE | United States | Granted | Patent | 09/339996 | Jun-25-1999 | 6158546 | Dec-12-2000 | Jun-25-2019 | ||||||||||
TAOC | 2001U-001630/US | METHOD AND APPRATUS FOR SEALING CANISTERS | United States | Granted | Patent | 09/568632 | May-10-2000 | 6446322 | Sep-10-2002 | May-10-2020 | ||||||||||
TAOC | 2001U-001637/US | EMBOSSED SHELL FOR SPUN MUFFLERS | United States | Granted | Patent | 10/373821 | Feb-25-2003 | 6892855 | May-17-2005 | Feb-25-2023 | ||||||||||
TAOC | 2001P-101639/CN/01 | COMBINED MUFFLER / HEAT EXCHANGER | China | Granted | Patent | 200580020805.1 | Jun-21-2005 | ZL200580020805.1 | May-13-2009 | Jun-21-2025 | ||||||||||
TAOC | 2001P-101639/DE/01 | COMBINED MUFFLER / HEAT EXCHANGER | Germany | Granted | Patent | 11 2005 001 444.4 | Jun-21-2005 | 11 2005 001 444 | Mar-01-2012 | Jun-21-2025 | ||||||||||
TAOC | 2001P-101639/IN/01 | COMBINED MUFFLER / HEAT EXCHANGER | India | Granted | Patent | 7035/DELNP/2006 | Jun-21-2005 | 271335 | Feb-17-2016 | Jun-21-2025 | ||||||||||
TAOC | 2001P-101639/JP/01 | COMBINED MUFFLER / HEAT EXCHANGER | Japan | Granted | Patent | 2007-518178 | Jun-21-2005 | 4621735 | Nov-05-2010 | Jun-21-2025 | ||||||||||
TAOC | 2001P-101639/KR/01 | COMBINED MUFFLER / HEAT EXCHANGER | South Korea | Granted | Patent | 10-2006-7026182 | Jun-21-2005 | 10-1177763 | Aug-22-2012 | Jun-21-2025 | ||||||||||
TAOC | 2001U-001639/US | COMBINED MUFFLER / HEAT EXCHANGER | United States | Granted | Patent | 10/876242 | Jun-24-2004 | 7063134 | Jun-20-2006 | Jun-24-2024 | ||||||||||
TAOC | 2001P-101644/IN/01 | POST CALIBRATION CATALYTIC CONVERTER CANNING APPARATUS AND METHOD | India | Pending | Patent | 4944/DELNP/2007 | Jan-12-2006 | Jan-12-2026 | ||||||||||||
TAOC | 2001U-001647/US | Selective catalyst reduction of nitrogen oxides with hydrogen | United States | Granted | Patent | 11/269124 | Nov-08-2005 | 7712308 | May-11-2010 | Nov-08-2025 | ||||||||||
TAOC | 2001P-101658/BR/04 | Snap action valve for Exhaust system | Brazil | Pending | Patent | PI0908042.2 | Jan-13-2009 | Jan-13-2029 | ||||||||||||
TAOC | 2001P-101658/BR/06 | SNAP-ACTION VALVE FOR EXHAUST SYSTEM | Brazil | Pending | Patent | 112013013079.2 | Nov-28-2011 | Nov-28-2031 | ||||||||||||
TAOC | 2001P-101658/CN/01 | Snap action valve for Exhaust system | China | Granted | Patent | 200780052009.5 | Nov-02-2007 | ZL2007800520095 | Mar-28-2012 | Nov-02-2027 |
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101682/TH/01 | Tank Air Interchange Normalizing Tube | Thailand | Granted | Patent | 1301002980 | Dec-07-2011 | 42285 | Dec-09-2014 | Dec-07-2031 | ||||||||||
TAOC | 2001U-001682/US | Reagent Tank Normalizing System | United States | Granted | Patent | 13/274408 | Oct-17-2011 | 8402750 | Mar-26-2013 | Oct-17-2031 | ||||||||||
TAOC | 2001P-101683/CN/01 | Exhaust Aftertreatment Device With Integrated Shell And Baffle | China | Granted | Patent | 201280011773.9 | Feb-27-2012 | ZL20180011739 | Jun-29-2016 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101683/IN/01 | Exhaust Aftertreatment Device With Integrated Shell And Baffle | India | Pending | Patent | 1570/MUMNP/2013 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001P-101683/JP/01 | Exhaust Aftertreatment Device With Integrated Shell And Baffle | Japan | Granted | Patent | 2013-557748 | Feb-27-2012 | 5796093 | Aug-21-2015 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101683/KR/01 | Exhaust Aftertreatment Device With Integrated Shell And Baffle | South Korea | Granted | Patent | 10-2013-7025693 | Feb-27-2012 | 101521965 | May-14-2015 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101683/TH/01 | Exhaust Aftertreatment Device With Integrated Shell And Baffle | Thailand | Pending | Patent | 1301004844 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001U-001683/US | Exhaust Aftertreatment Device With Integrated Shell And Baffle | United States | Granted | Patent | 13/040623 | Mar-04-2011 | 8609030 | Dec-17-2013 | Mar-04-2031 | ||||||||||
TAOC |
2001U- 001683/US/COB |
Exhaust Aftertreatment Device With Integrated Shell And Baffle | United States | Granted | Patent | 14/075095 | Nov-08-2013 | 8784742 | Jul-22-2014 | Nov-08-2033 | ||||||||||
TAOC |
2001U- 001683/US/COC |
Exhaust Aftertreatment Device With Integrated Shell And Baffle | United States | Granted | Patent | 14/326727 | Jul-09-2014 | 9005535 | Apr-14-2015 | Jul-09-2034 | ||||||||||
TAOC | 2001P-101684/CN/01 | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | China | Granted | Patent | 201280012298.7 | Feb-27-2012 | 201800122987 | May-25-2016 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101684/IN/01 | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | India | Pending | Patent | 1572/MUMNP/2013 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001P-101684/JP/01 | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | Japan | Granted | Patent | 2013-557749 | Feb-27-2012 | 5675028 | Jan-09-2015 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101684/JP/02 | Tri-Flow Exhaust Treatment Device With Reductant Mixing Tube | Japan | Granted | Patent | 2014-259596 | Feb-27-2012 | 5987050 | Aug-12-2016 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101684/KR/01 | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | South Korea | Granted | Patent | 10-2013-7026509 | Feb-27-2012 | 101531603 | Jun-19-2015 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101684/TH/01 | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | Thailand | Pending | Patent | 1301004922 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001U-001684/US | Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | United States | Granted | Patent | 13/043889 | Mar-09-2011 | 8776509 | Jul-15-2014 | Mar-09-2031 | ||||||||||
TAOC |
2001U- 001684/US/COB |
Tri-Flow Exhaust Treatment Device with Reductant Mixing Tube | United States | Granted | Patent | 14/326739 | Jul-09-2014 | 9759108 | Sep-12-2017 | Mar-09-2031 | ||||||||||
TAOC | 2001P-101685/CN/01 | Poka-Yoke Mounting System for an Exhaust Treatment Device | China | Granted | Patent | 201280011526.9 | Feb-27-2012 | 201800115269 | May-18-2016 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101685/CN/02 | DPF Box with Poki Yoke | China | Pending | Patent | 201610239346.6 | Apr-18-2016 | Feb-27-2032 | ||||||||||||
TAOC | 2001P-101685/IN/01 | Poka-Yoke Mounting System for an Exhaust Treatment Device | India | Pending | Patent | 1571/MUMNP/2013 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001P-101685/JP/01 | Poka-Yoke Mounting System for an Exhaust Treatment Device | Japan | Granted | Patent | 2013-556760 | Feb-27-2012 | 5689187 | Feb-06-2015 | Feb-27-2032 | ||||||||||
TAOC | 2001P-101685/TH/01 | Poka-Yoke Mounting System for an Exhaust Treatment Device | Thailand | Pending | Patent | 1301004823 | Feb-27-2012 | Feb-27-2032 | ||||||||||||
TAOC | 2001U-001685/US | Poka-Yoke Mounting System for an Exhaust Treatment Device | United States | Granted | Patent | 13/039559 | Mar-03-2011 | 8561395 | Oct-22-2013 | Mar-03-2031 | ||||||||||
TAOC |
2001U- 001685/US/COC |
Poka-Yoke Mounting System for an Exhaust Treatment Device | United States | Granted | Patent | 14/823161 | Aug-11-2015 | 9664101 | May-30-2017 | Oct-21-2033 | ||||||||||
TAOC |
2001U- 001685/US/DVB |
Poka-Yoke Mounting System for an Exhaust Treatment Device | United States | Granted | Patent | 14/058342 | Oct-21-2013 | 9151198 | Oct-06-2015 | Oct-21-2033 | ||||||||||
TAOC | 2001P-101694/CN/01 | Reductant Injection Control System | China | Granted | Patent | 201280038254.1 | Jul-19-2012 | ZL2012800382541 | Mar-08-2017 | Jul-19-2032 | ||||||||||
TAOC | 2001P-101694/DE/01 | RReductant Injection Control System | Germany | Pending | Patent | 11 2012 003 259.4 | Jul-19-2012 | Jul-19-2032 |
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101694/IN/01 | RReductant Injection Control System | India | Pending | Patent | 713/CHENP/2014 | Jul-19-2012 | Jul-19-2032 | ||||||||||||
TAOC | 2001P-101694/KR/01 | RReductant Injection Control System | South Korea | Granted | Patent | 10-2014-7005754 | Jul-19-2012 | 101551773 | Sep-03-2015 | Jul-19-2032 | ||||||||||
TAOC | 2001P-101694/TH/01 | RReductant Injection Control System | Thailand | Pending | Patent | 1401000542 | Jul-19-2012 | Jul-19-2032 | ||||||||||||
TAOC | 2001U-001694/US | Reductant Injection Control System | United States | Granted | Patent | 13/198952 | Aug-05-2011 | 8635854 | Jan-28-2014 | Aug-05-2031 | ||||||||||
TAOC | 2001U-001697/US | Leaf Spring Bracket | United States | Granted | Patent | 13/154529 | Jun-07-2011 | 8690115 | Apr-08-2014 | Jun-07-2031 | ||||||||||
TAOC | 2001P-101698/CN/01 | Pre-Injection Flow Modifier | China | Granted | Patent | 201280043884.8 | Aug-29-2012 | ZL2012800438848 | Aug-01-2017 | Aug-29-2032 | ||||||||||
TAOC | 2001P-101698/CN/02 | Pre-Injection Flow Modifier | China | Pending | Patent | 2017105849121 | Aug-29-2012 | Aug-29-2032 | ||||||||||||
TAOC | 2001P-101698/CN/03 | In-Line Flow Diverter | China | Pending | Patent | PCT/US2015/017220 | Feb-24-2015 | Feb-24-2035 | ||||||||||||
TAOC | 2001P-101698/CN-04 | Pre-Injection Flow Modifier | China | Pending | Patent | 201611110849.X | Dec-02-2016 | Dec-02-2036 | ||||||||||||
TAOC | 2001P-101698/DE/01 | Pre-Injection Flow Modifier | Germany | Pending | Patent | 11 2012 003 742.1 | Aug-29-2012 | Aug-29-2032 | ||||||||||||
TAOC | 2001P-101698/DE/03 | In-Line Flow Diverter | Germany | Pending | Patent | PCT/US2015/017220 | Feb-24-2015 | Feb-24-2035 | ||||||||||||
TAOC | 2001P-101698/IN/01 | Pre-Injection Flow Modifier | India | Pending | Patent | 967/CHENP/2014 | Aug-29-2012 | Aug-29-2032 | ||||||||||||
TAOC | 2001P-101698/IN/03 | In-Line Flow Diverter | India | Pending | Patent | PCT/US2015/017220 | Feb-24-2015 | Feb-24-2035 | ||||||||||||
TAOC | 2001P-101698/JP/01 | Pre-Injection Flow Modifier | Japan | Pending | Patent | 2014-529765 | Aug-29-2012 | Aug-29-2032 | ||||||||||||
TAOC | 2001P-101698/KR/01 | Pre-Injection Flow Modifier | South Korea | Granted | Patent | 10-2014-7008739 | Aug-29-2012 | 10-1610707 | Apr-04-2016 | Aug-29-2032 | ||||||||||
TAOC | 2001P-101698/TH/01 | Pre-Injection Flow Modifier | Thailand | Pending | Patent | 1401001124 | Aug-29-2012 | Aug-29-2032 | ||||||||||||
TAOC | 2001U-001698/DE/04 | Pre-Injection Flow Modifier | Germany | Pending | Patent | 1020161233137 | Dec-02-2016 | Dec-02-2036 | ||||||||||||
TAOC | 2001U-001698/IN/04 | Pre-Injection Flow Modifier | India | Pending | Patent | 201624041122 | Dec-01-2016 | Dec-01-2036 | ||||||||||||
TAOC | 2001U-001698/US | Pre-Injection Flow Modifier | United States | Granted | Patent | 13/227952 | Sep-08-2011 | 8677738 | Mar-25-2014 | Sep-08-2031 | ||||||||||
TAOC |
2001U- 001698/US/CPB |
Pre-Injection Flow Modifier | United States | Granted | Patent | 14/193499 | Feb-28-2014 | 9347355 | May-24-2016 | Feb-28-2034 | ||||||||||
TAOC |
2001U- 001698/US/CPD |
Pre-Injection Flow Modifier | United States | Granted | Patent | 14/956727 | Dec-02-2015 | 9726063 | Aug-08-2017 | Feb-28-2034 | ||||||||||
TAOC |
2001U- 001698/US/DVE |
Pre-Injection Flow Modifier | United States | Granted | Patent | 15/148179 | May-06-2016 | 10077702 | Sep-18-2018 | Feb-28-2034 | ||||||||||
TAOC | 2001P-101700/CN/01 | Exhaust Gas Aftertreatment System for Engines Equipped with Exhaust Gas Recirculation EQUIPPED WITH EXHAUST GAS RECIRCULATION | China | Pending | Patent | PCT/US2012/053633 | Sep-04-2012 | Sep-04-2032 | ||||||||||||
TAOC | 2001P-101702/CN/01 | ExhausTreatment Device with Integral Mount | China | Granted | Patent | 201280053844.1 | Sep-04-2012 | ZL2012800538441 | Feb-17-2017 | Sep-04-2032 | ||||||||||
TAOC | 2001P-101702/CN/04 | ExhausTreatment Device with Integral Mount | China | Pending | Patent | PCT/US2015/027908 | Apr-28-2015 | Apr-28-2035 | ||||||||||||
TAOC | 2001P-101702/DE/01 | ExhausTreatment Device with Integral Mount | Germany | Pending | Patent | 11 2012 004 198.4 | Sep-04-2012 | Sep-04-2032 | ||||||||||||
TAOC | 2001P-101702/DE/04 | ExhausTreatment Device with Integral Mount | Germany | Granted | Patent | PCT/US2015/027908 | Apr-28-2015 | 1120120041984 | Feb-22-2018 | Apr-28-2035 | ||||||||||
TAOC | 2001P-101702/IN/01 | ExhausTreatment Device with Integral Mount | India | Pending | Patent | 574/MUMNP/2014 | Sep-04-2012 | Sep-04-2032 |
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Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101702/JP/01 | ExhausTreatment Device with Integral Mount | Japan | Granted | Patent | 2014-534570 | Sep-04-2012 | 5985647 | Aug-12-2016 | Sep-04-2032 | ||||||||||
TAOC | 2001P-101702/KR/01 | ExhausTreatment Device with Integral Mount | South Korea | Granted | Patent | 10-2014-7011523 | Sep-04-2012 | 10-1623511 | May-17-2016 | Sep-04-2032 | ||||||||||
TAOC |
2001P- 101702/WO/POD-IN |
ExhausTreatment Device with Integral Mount | India | Pending | Patent | PCT/US2015/027908 | Apr-28-2015 | Apr-28-2035 | ||||||||||||
TAOC |
2001P- 101702/WO/POD-JP |
ExhausTreatment Device with Integral Mount | Japan | Pending | Patent | PCT/US2015/027908 | Apr-28-2015 | Apr-28-2035 | ||||||||||||
TAOC | 2001U-001702/US | ExhausTreatment Device with Integral Mount | United States | Granted | Patent | 13/268124 | Oct-07-2011 | 8721977 | May-13-2014 | Oct-07-2031 | ||||||||||
TAOC |
2001U- 001702/US/COC |
ExhausTreatment Device with Integral Mount | United States | Granted | Patent | 14/619613 | Feb-11-2015 | 9140174 | Sep-22-2015 | Oct-07-2031 | ||||||||||
TAOC |
2001U- 001702/US/CPB |
ExhausTreatment Device with Integral Mount | United States | Granted | Patent | 14/274818 | May-12-2014 | 9163549 | Oct-20-2015 | Oct-07-2031 | ||||||||||
TAOC | 2001P-101703/CN/01 | Threaded Mount for injectors | China | Pending | Patent | 201280057185.9 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101703/KR/01 | Threaded Mount for injectors | South Korea | Pending | Patent | 10-2014-7016598 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101703/TH/01 | Threaded Mount for injectors | Thailand | Pending | Patent | 1401002696 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101704/CN/01 | XNOX Common rail | China | Granted | Patent | 201380032123.7 | Jun-05-2013 | ZL2013800321237 | Aug-08-2017 | Jun-05-2033 | ||||||||||
TAOC | 2001P-101704/IN/01 | Common Rail Reductant Injection System | India | Pending | Patent | 8276/CHENP/2014 | Jun-05-2013 | Jun-05-2033 | ||||||||||||
TAOC | 2001P-101704/JP/01 | Common Rail Reductant Injection System | Japan | Pending | Patent | 2015518423 | Jun-05-2013 | Jun-05-2033 | ||||||||||||
TAOC | 2001P-101704/KR/01 | XNOX Common rail 1 | South Korea | Pending | Patent | 10-2014-7033098 | Jun-05-2013 | Jun-05-2033 | ||||||||||||
TAOC | 2001P-101704/TH/01 | Common Rail Reductant Injection System | Thailand | Pending | Patent | 1401007395 | Jun-05-2013 | Jun-05-2033 | ||||||||||||
TAOC | 2001P-101705/BR/01 | Peak and Hold Voltage Peak and Hold Threshold Control | Brazil | Pending | Patent | 112014013884.2 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101705/CN/01 | Peak and Hold Voltage Peak and Hold Threshold Control | China | Granted | Patent | 201280059848.0 | Nov-20-2012 | 201280059848.0 | Jun-22-2016 | Nov-20-2032 | ||||||||||
TAOC | 2001P-101705/DE/01 | Peak and Hold Voltage Peak and Hold Threshold Control | Germany | Pending | Patent | 11 2012 005 108.5 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101705/IN/01 | Peak and Hold Voltage Peak and Hold Threshold Control | India | Pending | Patent | 3630/CHENP/2014 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101705/JP/01 | Peak and Hold Voltage Peak and Hold Threshold Control | Japan | Pending | Patent | 2014-545926 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001P-101705/KR/01 | Peak and Hold Voltage Peak and Hold Threshold Control | South Korea | Granted | Patent | 10-2014-7015136 | Nov-20-2012 | 101590927 | Jan-27-2016 | Nov-20-2032 | ||||||||||
TAOC | 2001P-101705/KR/02 | Peak and Hold Voltage Peak and Hold Threshold Control | South Korea | Granted | Patent | 1020167002350 | Jan-27-2016 | 10-1661631 | Sep-26-2016 | Jan-27-2036 | ||||||||||
TAOC | 2001P-101705/TH/01 | Peak and Hold Voltage Peak and Hold Threshold Control | Thailand | Pending | Patent | 1401003109 | Nov-20-2012 | Nov-20-2032 | ||||||||||||
TAOC | 2001U-001705/US | Reagent Injector Control System | United States | Granted | Patent | 13/311806 | Dec-06-2011 | 8701389 | Apr-22-2014 | Dec-06-2031 | ||||||||||
TAOC | 2001P-101706/CN/01 | Exhaust Treatment Secondary Air Supply System | China | Pending | Patent | 201380013925.3 | Jan-30-2013 | Jan-30-2033 | ||||||||||||
TAOC | 2001P-101706/IN/01 | Exhaust Treatment Secondary Air Supply System | India | Pending | Patent | 6456/CHENP/2014 | Jan-30-2013 | Jan-30-2033 | ||||||||||||
TAOC | 2001P-101706/JP/01 | Exhaust Treatment Secondary Air Supply System | Japan | Pending | Patent | 2014-560915 | Jan-30-2013 | Jan-30-2033 | ||||||||||||
TAOC | 2001P-101706/KR/01 | Exhaust Treatment Secondary Air Supply System | South Korea | Pending | Patent | 10-2014-7025352 | Jan-30-2013 | Jan-30-2033 |
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
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||||||||||
TAOC | 2001U-001706/TH/01 | Exhaust Treatment Secondary Air Supply System | Thailand | Pending | Patent | 1401005393 | Jan-30-2013 | Jan-30-2033 | ||||||||||||
TAOC | 2001U-001706/US | Exhaust Treatment Secondary Air Supply System | United States | Granted | Patent | 13/420982 | Mar-15-2012 | 9133743 | Sep-15-2015 | Mar-15-2032 | ||||||||||
TAOC | 2001P-101707/BR/01 | Pitot tube connection for thermal growth | Brazil | Pending | Patent | 112014013885.0 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/CN/01 | Pitot tube connection for thermal growth | China | Pending | Patent | 201280060481.4 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/DE/01 | Pitot tube connection for thermal growth | Germany | Pending | Patent | 11 2012 005 121.1 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/IN/01 | Pitot tube connection for thermal growth | India | Pending | Patent | 3628/CHENP/2014 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/JP/01 | Pitot tube connection for thermal growth | Japan | Pending | Patent | 2014-546127 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/KR/01 | Pitot tube connection for thermal growth | South Korea | Pending | Patent | 10-2014-7015226 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101707/TH/01 | Pitot tube connection for thermal growth | Thailand | Pending | Patent | 1401003070 | Dec-07-2012 | Dec-07-2032 | ||||||||||||
TAOC | 2001P-101709/CN/01 | Fully insulated Exhaust Treatment Device | China | Granted | Patent | PCT/US2013/020020 | Jan-03-2013 | ZL2013800046776 | Dec-14-2016 | Jan-03-2033 | ||||||||||
TAOC | 2001P-101709/IN/01 | Fully insulated Exhaust Treatment Device | India | Pending | Patent | PCT/US2013/020020 | Jan-03-2013 | Jan-03-2033 | ||||||||||||
TAOC | 2001P-101709/JP/01 | Fully insulated Exhaust Treatment Device | Japan | Pending | Patent | PCT/US2013/020020 | Jan-03-2013 | Jan-03-2033 | ||||||||||||
TAOC | 2001P-101709/KR/01 | Fully insulated Exhaust Treatment Device | South Korea | Pending | Patent | PCT/US2013/020020 | Jan-03-2013 | Jan-03-2033 | ||||||||||||
TAOC | 2001P-101709/TH/01 | Fully insulated Exhaust Treatment Device | Thailand | Pending | Patent | PCT/US2013/020020 | Jan-03-2013 | Jan-03-2033 | ||||||||||||
TAOC | 2001P-101711/CN/01 | Coaxial Flow Injector | China | Pending | Patent | 201380024479.6 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101711/CN/02 | Coaxial Flow Injector | China | Pending | Patent | 201710433058.9 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101711/DE/01 | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | Germany | Granted | Patent | 112013002372.5 | Apr-24-2013 | 112013002372.5 | Dec-11-2017 | Apr-24-2033 | ||||||||||
TAOC | 2001P-101711/IN/01 | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | India | Pending | Patent | 7243/CHENP/2014 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101711/JP/01 | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | Japan | Granted | Patent | 2015-511496 | Apr-24-2013 | 6085672 | Feb-03-2017 | Apr-24-2033 | ||||||||||
TAOC | 2001P-101711/KR/01 | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | South Korea | Pending | Patent | 10-2014-7028258 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101711/TH/01 | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | Thailand | Pending | Patent | 1401006631 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001U-001711/US | Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | United States | Granted | Patent | 13/468614 | May-10-2012 | 8910884 | Dec-16-2014 | May-10-2032 | ||||||||||
TAOC |
2001U- 001711/US/COB |
Coaxial Flow Injector with Coaxial Supply and Return Lines.pdf | United States | Granted | Patent | 14/564450 | Dec-09-2014 | 9759113 | Sep-12-2017 | May-10-2032 | ||||||||||
TAOC | 2001P-101712/CN/01 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | China | Granted | Patent | 201380022496.6 | Apr-24-2013 | ZL201380022496.6 | Jun-30-2017 | Apr-24-2033 | ||||||||||
TAOC | 2001P-101712/DE/01 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | Germany | Pending | Patent | US2013037939 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101712/IN/01 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | India | Pending | Patent | US2013037939 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101712/JP/01 | Reagent Injector | Japan | Granted | Patent | US2013037939 | Apr-24-2013 | 5947457 | Dec-10-2016 | Apr-24-2033 |
Page 31
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Type |
Application
|
Application
|
Grant Number |
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|
||||||||||
TAOC | 2001P-101712/JP/02 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | Japan | Pending | Patent | PCT/US2013/037939 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101712/KR/01 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | South Korea | Pending | Patent | US2013037939 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001P-101712/TH/01 | Fluid injector with an inlet below the coil for non- compromised flux and flow paths | Thailand | Pending | Patent | US2013037939 | Apr-24-2013 | Apr-24-2033 | ||||||||||||
TAOC | 2001U-001712/US | Reagent Injector | United States | Granted | Patent | 13/465281 | May-07-2012 | 8978364 | Mar-17-2015 | May-07-2032 | ||||||||||
TAOC |
2001U- 001712/US/COB |
Reagent Injector | United States | Pending | Patent | 14/619543 | Feb-11-2015 | May-07-2032 | ||||||||||||
TAOC | 2001P-101713/CN/01 | DPF Thermal slip joint | China | Pending | Patent | 201380044473.5 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101713/IN/01 | Exhaust Component Mounting System | India | Pending | Patent | 912/CHENP/2015 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101713/JP/01 | Exhaust Component Mounting System | Japan | Pending | Patent | 2015-528467 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101713/KR/01 | Exhaust Component Mounting System | South Korea | Pending | Patent | 10-2015-7006336 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101713/TH/01 | Exhaust Component Mounting System | Thailand | Pending | Patent | 1501000906 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101714/CN/01 | Method for Mixing an Exhaust Gas Flow | China | Granted | Patent | 201380042168.2 | Jul-24-2013 | ZL2013800421682 | Sep-05-2017 | Jul-24-2033 | ||||||||||
TAOC | 2001P-101714/CN/02 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | China | Pending | Patent | 201710676165.4 | Aug-09-2017 | Jul-24-2033 | ||||||||||||
TAOC | 2001P-101714/CN/04 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | China | Granted | Patent | PCT/US2014/066355 | Nov-19-2014 | 201480064128-2 | Jul-17-2018 | Nov-19-2034 | ||||||||||
TAOC | 2001P-101714/DE/01 | Method for Mixing an Exhaust Gas Flow | Germany | Pending | Patent | 112013004008.5 | Jul-24-2013 | Jul-24-2033 | ||||||||||||
TAOC | 2001P-101714/DE/04 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | Germany | Pending | Patent | PCT/US2014/066355 | Nov-19-2014 | Nov-19-2034 | ||||||||||||
TAOC | 2001P-101714/IN/01 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | India | Pending | Patent | PCT/US2013/051773 | Jul-24-2013 | Jul-24-2033 | ||||||||||||
TAOC | 2001P-101714/JP/01 | Method for Mixing an Exhaust Gas Flow | Japan | Granted | Patent | 2015-526555 | Jul-24-2013 | 6114391 | Mar-24-2017 | Jul-24-2033 | ||||||||||
TAOC | 2001P-101714/JP/02 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | Japan | Granted | Patent | PCT/US2013/051773 | Jul-24-2013 | 6298493 | Mar-02-2018 | Jul-24-2033 | ||||||||||
TAOC | 2001P-101714/KR/01 | Method for Mixing an Exhaust Gas Flow | South Korea | Granted | Patent | 10-2015-7005667 | Jul-24-2013 | 101696203 | Jan-09-2017 | Jul-24-2033 | ||||||||||
TAOC | 2001P-101714/KR/02 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | South Korea | Granted | Patent | 1020177000038 | Jul-24-2013 | KR101808162 | Dec-06-2017 | Jul-24-2033 | ||||||||||
TAOC | 2001P-101714/KR/03 | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | South Korea | Pending | Patent | 10-2017-7034383 | Nov-28-2017 | Jul-24-2033 | ||||||||||||
TAOC | 2001P-101714/TH/01 | Method for Mixing an Exhaust Gas Flow | Thailand | Pending | Patent | 1501000690 | Jul-24-2013 | Jul-24-2033 | ||||||||||||
TAOC | 2001U-001714/US | Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | United States | Granted | Patent | 13/571542 | Aug-10-2012 | 8939638 | Jan-27-2015 | Apr-21-2029 | ||||||||||
TAOC |
2001U- 001714/US/COE |
Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | United States | Granted | Patent | 14/799081 | Jul-14-2015 | 9975093 | May-22-2018 | Apr-21-2029 | ||||||||||
TAOC |
2001U- 001714/US/CPB |
Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | United States | Granted | Patent | 14/089822 | Nov-26-2013 | 9095827 | Aug-04-2015 | Apr-21-2029 | ||||||||||
TAOC |
2001U- 001714/US/DVC |
Improvement to EUEC 2 stage mixer ref ( EUEC- 9100) | United States | Granted | Patent | 14/325460 | Jul-08-2014 | 9440204 | Sep-13-2016 | Apr-21-2029 | ||||||||||
TAOC | 2001P-101715/CN/01 | Reagent Injector with Crimped Pintle | China | Pending | Patent | 201380046615.1 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101715/IN/01 | Reagent Injector with Crimped Pintle | India | Pending | Patent | 812/CHENP/2015 | Jul-12-2013 | Jul-12-2033 |
Page 32
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101715/KR/01 | Reagent Injector with Crimped Pintle | South Korea | Pending | Patent | 10-2015-7004768 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001P-101715/TH/01 | Reagent Injector with Crimped Pintle | Thailand | Pending | Patent | 1501001256 | Jul-12-2013 | Jul-12-2033 | ||||||||||||
TAOC | 2001U-001715/US | Reagent Injector with Crimped Pintle | United States | Granted | Patent | 13/606409 | Sep-07-2012 | 8998116 | Apr-07-2015 | Sep-07-2032 | ||||||||||
TAOC | 2001P-101716/CN/01 | Injector With Capillary Aerosol Generator | China | Pending | Patent | 201380056388.0 | Oct-22-2013 | Oct-22-2033 | ||||||||||||
TAOC | 2001P-101716/IN/01 | Injector With Capillary Aerosol Generator | India | Pending | Patent | 2228/CHENP/2015 | Oct-22-2013 | Oct-22-2033 | ||||||||||||
TAOC | 2001P-101716/JP/01 | Injector with Capillary Aerosol Generator | Japan | Pending | Patent | 2015539705 | Oct-22-2013 | Oct-22-2033 | ||||||||||||
TAOC | 2001P-101716/KR/01 | Injector With Capillary Aerosol Generator | South Korea | Pending | Patent | 1020157013985 | Oct-22-2013 | Oct-22-2033 | ||||||||||||
TAOC | 2001P-101716/TH/01 | Injector With Capillary Aerosol Generator | Thailand | Pending | Patent | 1501002319 | Oct-22-2013 | Oct-22-2033 | ||||||||||||
TAOC | 2001P-101718/BR/01 | Exhaust Component Mounting Structure | Brazil | Pending | Patent | 112015012778.9 | Nov-13-2013 | Nov-13-2033 | ||||||||||||
TAOC | 2001P-101718/CN/01 | Exhaust Component Mounting Structure | China | Granted | Patent | 201380063058.4 | Nov-13-2013 | ZL2013800630584 | May-24-2017 | Nov-13-2033 | ||||||||||
TAOC | 2001P-101718/DE/01 | Large Engine Mounting structure attachment | Germany | Pending | Patent | PCT/US2013/069821 | Nov-13-2013 | Nov-13-2033 | ||||||||||||
TAOC | 2001P-101718/IN/01 | Exhaust Component Mounting Structure | India | Pending | Patent | PCT/US2013/069821 | Nov-13-2013 | Nov-13-2033 | ||||||||||||
TAOC | 2001P-101718/JP/01 | Exhaust Component Mounting Structure | Japan | Pending | Patent | PCT/US2013/069821 | Nov-13-2013 | Nov-13-2033 | ||||||||||||
TAOC | 2001P-101718/KR/01 | Exhaust Component Mounting Structure | South Korea | Granted | Patent | 1020157017653 | Nov-13-2013 | 101698906 | Jan-17-2017 | Nov-13-2033 | ||||||||||
TAOC | 2001P-101718/TH/01 | Exhaust Component Mounting Structure | Thailand | Pending | Patent | PCT/US2013/069821 | Nov-13-2013 | Nov-13-2033 | ||||||||||||
TAOC | 2001U-001718/US | 12-0708 Large Engine Mounting structure attachment | United States | Granted | Patent | 13/692127 | Dec-03-2012 | 9057316 | Jun-16-2015 | Dec-03-2032 | ||||||||||
TAOC |
2001U- 001718/US/COB |
Exhaust Component Mounting Structure | United States | Granted | Patent | 14/731770 | Jun-05-2015 | 9291086 | Mar-22-2016 | Dec-03-2032 | ||||||||||
TAOC | 2001P-101719/BR/01 | Reductant Injection Control System | Brazil | Pending | Patent | 1120150122558 | Nov-12-2013 | Nov-12-2033 | ||||||||||||
TAOC | 2001P-101719/CN/01 | Reductant Injection Control System | China | Pending | Patent | 201380062514.3 | Nov-12-2013 | Nov-12-2033 | ||||||||||||
TAOC | 2001P-101719/IN/01 | Reductant Injection Control System | India | Pending | Patent | 3419/CHENP/2015 | Nov-12-2013 | Nov-12-2033 | ||||||||||||
TAOC | 2001P-101719/KR/01 | Reductant Injection Control System | South Korea | Pending | Patent | 1020157016627 | Nov-12-2013 | Nov-12-2033 | ||||||||||||
TAOC | 2001P-101719/TH/01 | Reductant Injection Control System | Thailand | Pending | Patent | 1501002913 | Nov-12-2013 | Nov-12-2033 | ||||||||||||
TAOC | 2001U-001719/US | Reductant Injection Control System | United States | Granted | Patent | 13/690090 | Nov-30-2012 | 9080487 | Jul-14-2015 | Nov-30-2032 | ||||||||||
TAOC | 2001P-101721/CN/01 | Urea Common Rail | China | Granted | Patent | 201480010930.3 | Feb-14-2014 | ZL201480010930-3 | Apr-17-2018 | Feb-14-2034 | ||||||||||
TAOC | 2001P-101721/IN/01 | Urea Common Rail injection | India | Pending | Patent | 2232/MUMNP/2015 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001P-101721/JP/01 | Urea Common Rail | Japan | Pending | Patent | 2015560203 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001U-001721/US | Urea Common Rail injection | United States | Granted | Patent | 13/780279 | Feb-28-2013 | 9222388 | Dec-29-2015 | Feb-28-2033 | ||||||||||
TAOC |
2001U- 001721/US/COB |
Urea Common Rail injection | United States | Granted | Patent | 14/944800 | Nov-18-2015 | 9695722 | Jul-04-2017 | Feb-28-2033 | ||||||||||
TAOC | 2001P-101722/BR/01 | Exhaust Gas Flow Distribution System | Brazil | Pending | Patent | 112015006062.5 | Sep-18-2013 | Sep-18-2033 |
Page 33
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant Number |
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|
||||||||||
TAOC | 2001P-101722/CN/01 | Exhaust Gas Flow Distribution System | China | Granted | Patent | 201380048591.1 | Sep-18-2013 | ZL2013800485913 | Nov-24-2017 | Sep-18-2033 | ||||||||||
TAOC | 2001P-101722/DE/01 | Exhaust Gas Flow Distribution System | Germany | Pending | Patent | 112013004524.9 | Sep-18-2013 | Sep-18-2033 | ||||||||||||
TAOC | 2001P-101722/IN/01 | Exhaust Gas Flow Distribution System | India | Pending | Patent | 1152/CHENP/2015 | Sep-18-2013 | Sep-18-2033 | ||||||||||||
TAOC | 2001P-101722/JP/01 | Exhaust Gas Flow Distribution System | Japan | Pending | Patent | 2015532156 | Sep-18-2013 | Sep-18-2033 | ||||||||||||
TAOC | 2001P-101722/KR/01 | Exhaust Gas Flow Distribution System | South Korea | Pending | Patent | 1020157007437 | Sep-18-2013 | Sep-18-2033 | ||||||||||||
TAOC | 2001P-101722/TH/01 | Exhaust Gas Flow Distribution System | Thailand | Pending | Patent | 1501001418 | Sep-18-2013 | Sep-18-2033 | ||||||||||||
TAOC | 2001U-001722/US | Exhaust Gas Flow Distribution System | United States | Granted | Patent | 14/028645 | Sep-17-2013 | 9518496 | Dec-13-2016 | Sep-17-2033 | ||||||||||
TAOC | 2001P-101723/BR/01 | Exhaust Valve with Resilient Spring Pad | Brazil | Pending | Patent | 112015013559.5 | Nov-20-2013 | Nov-20-2033 | ||||||||||||
TAOC | 2001P-101723/CN/01 | Exhaust Valve with Resilient Spring Pad | China | Granted | Patent | US2013070879 | Nov-20-2013 | ZL201380065260.0 | Jun-13-2017 | Nov-20-2033 | ||||||||||
TAOC | 2001P-101723/DE/01 | Soft Bumper for HP Valve Rattle Fix | Germany | Pending | Patent | 112013005995.9 | Nov-20-2013 | Nov-20-2033 | ||||||||||||
TAOC | 2001P-101723/IN/01 | Exhaust Valve with Resilient Spring Pad | India | Pending | Patent | US2013070879 | Nov-20-2013 | Nov-20-2033 | ||||||||||||
TAOC | 2001P-101723/JP/01 | Exhaust Valve with Resilient Spring Pad | Japan | Granted | Patent | US2013070879 | Nov-20-2013 | 5998291 | Sep-02-2016 | Nov-20-2033 | ||||||||||
TAOC | 2001P-101723/KR/01 | Exhaust Valve with Resilient Spring Pad | South Korea | Granted | Patent | US2013070879 | Nov-20-2013 | 101709163 | Feb-16-2017 | Nov-20-2033 | ||||||||||
TAOC | 2001P-101723/TH/01 | Exhaust Valve with Resilient Spring Pad | Thailand | Pending | Patent | US2013070879 | Nov-20-2013 | Nov-20-2033 | ||||||||||||
TAOC | 2001U-001723/US | Soft Bumper for HP Valve Rattle Fix | United States | Granted | Patent | 13/715172 | Dec-14-2012 | 8657065 | Feb-25-2014 | Dec-14-2032 | ||||||||||
TAOC | 2001P-101724/CN/01 | Exhaust Aftertreatment Burner With Preheated Combustion Air | China | Granted | Patent | 201480010555.2 | Feb-14-2014 | ZL2014800105552 | Sep-01-2017 | Feb-14-2034 | ||||||||||
TAOC | 2001P-101724/DE/01 | Exhaust Aftertreatment Burner with Preheated Combustion Air | Germany | Pending | Patent | 112014001010.3 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001U-001724/US | Exhaust Aftertreatment Burner with Preheated Combustion Air | United States | Granted | Patent | 13/778649 | Feb-27-2013 | 9027331 | May-12-2015 | Feb-27-2033 | ||||||||||
TAOC | 2001P-101725/CN/01 | Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System | China | Pending | Patent | 201480010835.3 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001P-101725/DE/01 | Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System | Germany | Pending | Patent | 112014001011.1 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001U-001725/US | Burner with Air-Assisted Fuel Nozzle and Vaporizing Ignition System | United States | Granted | Patent | 13/778682 | Feb-27-2013 | 8991163 | Mar-31-2015 | Feb-27-2033 | ||||||||||
TAOC | 2001P-101726/CN/01 | Ion-Sensor with Decoking Heater | China | Pending | Patent | 201480010877.7 | Feb-18-2014 | Feb-18-2034 | ||||||||||||
TAOC | 2001P-101726/DE/01 | Ion-Sensor with Decoking Heater | Germany | Pending | Patent | 112014001029.4 | Feb-18-2014 | Feb-18-2034 | ||||||||||||
TAOC | 2001U-001726/US | Flame rod ion sensing system with integral decoking heater | United States | Granted | Patent | 13/778709 | Feb-27-2013 | 9027332 | May-12-2015 | Feb-27-2033 | ||||||||||
TAOC | 2001P-101727/CN/01 | Exhaust System For Dual Fuel Engines | China | Pending | Patent | 201480015020.4 | Mar-13-2014 | Mar-13-2034 | ||||||||||||
TAOC | 2001P-101727/EP/01 | Exhaust System For Dual Fuel Engines | European Patent | Pending | Patent | 14773039.4 | Mar-13-2014 | Mar-13-2034 | ||||||||||||
TAOC | 2001P-101727/JP/01 | Exhaust System For Dual Fuel Engines | Japan | Pending | Patent | PCT/US2014/025345 | Mar-13-2014 | Mar-13-2034 | ||||||||||||
TAOC | 2001P-101727/KR/01 | Exhaust System For Dual Fuel Engines | South Korea | Pending | Patent | 1020157025250 | Mar-13-2014 | Mar-13-2034 | ||||||||||||
TAOC | 2001U-001727/US | Burner for dual fuels and prevention of ammonia bi sulfate | United States | Granted | Patent | 13/804027 | Mar-14-2013 | 9057303 | Jun-16-2015 | Mar-14-2033 |
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Status |
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Application
|
Application
|
Grant Number |
Grant Date |
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|
||||||||||
TAOC |
2001U- 001727/US/DVB |
Exhaust System for Dual Fuel Engines | United States | Granted | Patent | 14/732833 | Jun-08-2015 | 9719393 | Aug-01-2017 | Mar-14-2033 | ||||||||||
TAOC | 2001U-001728/US |
Max (Full Flow Burner) re-design, eliminating secondary combustion zone, adding vane type mixing |
United States | Granted | Patent | 13/778737 | Feb-27-2013 | 8959902 | Feb-24-2015 | Feb-27-2033 | ||||||||||
TAOC | 2001P-101729/CN/01 | Compressor For Exhaust Treatment System | China | Pending | Patent | 201480011813.9 | Feb-18-2014 | Feb-18-2034 | ||||||||||||
TAOC | 2001U-001729/US | Electrically assisted, belt driven compressor for RGU | United States | Granted | Patent | 13/782240 | Mar-01-2013 | 8893478 | Nov-25-2014 | Mar-01-2033 | ||||||||||
TAOC | 2001P-101730/EP/01 | Modular Exhaust Treatment System | European Patent | Pending | Patent | 14768807.1 | Mar-05-2014 | Mar-05-2034 | ||||||||||||
TAOC | 2001P-101730/JP/01 | Modular Isothermal Box | Japan | Pending | Patent | 2015561574 | Mar-05-2014 | Mar-05-2034 | ||||||||||||
TAOC | 2001P-101730/KR/01 | Modular Exhaust Treatment System | South Korea | Pending | Patent | 1020157025938 | Mar-05-2014 | Mar-05-2034 | ||||||||||||
TAOC | 2001U-001730/US | Modular Isothermal Box | United States | Granted | Patent | 13/833574 | Mar-15-2013 | 9103252 | Aug-11-2015 | Mar-15-2033 | ||||||||||
TAOC | 2001P-101731/CN/01 | Exhaust Treatment Component Mounting System | China | Pending | Patent | 201480014076.8 | Mar-06-2014 | Mar-06-2034 | ||||||||||||
TAOC | 2001P-101731/DE/01 | Exhaust Treatment Component Mounting System | Germany | Pending | Patent | 112014001319.6 | Mar-06-2014 | Mar-06-2034 | ||||||||||||
TAOC | 2001U-001731/US | Single-Ended DPF Assembly Joint System (Exhaust treatiment mounting System) | United States | Granted | Patent | 13/795430 | Mar-12-2013 | 8974740 | Mar-10-2015 | Mar-12-2033 | ||||||||||
TAOC | 2001P-101732/CN/01 | MULTI-LOBED SOOT BLOWER | China | Granted | Patent | 201380071768.1 | Jan-31-2013 | ZL2013800717681 | Oct-20-2017 | Jan-31-2033 | ||||||||||
TAOC | 2001P-101732/JP/01 | MULTI-LOBED SOOT BLOWER | Japan | Pending | Patent | 2015555519 | Jan-31-2013 | Jan-31-2033 | ||||||||||||
TAOC | 2001P-101732/KR/01 | MULTI-LOBED SOOT BLOWER | South Korea | Pending | Patent | 1020157023504 | Jan-31-2013 | Jan-31-2033 | ||||||||||||
TAOC | 2001U-001732/US/NP | MULTI-LOBED SOOT BLOWER | United States | Granted | Patent | 14/764847 | Jan-31-2013 | 9719386 | Aug-01-2017 | Jan-31-2033 | ||||||||||
TAOC | 2001P-101733/CN/01 | Multi-Layer Liquid-Cooled Mount | China | Granted | Patent | 201480015667.7 | Mar-06-2014 | ZL201480015667.7 | Oct-10-2017 | Mar-06-2034 | ||||||||||
TAOC | 2001P-101733/DE/01 | Multi-Layer Liquid-Cooled Mount | Germany | Pending | Patent | 112014001473.7 | Mar-06-2014 | Mar-06-2034 | ||||||||||||
TAOC | 2001P-101733/JP/01 | Liquid Cooled injector mount | Japan | Pending | Patent | 2016500746 | Mar-06-2014 | Mar-06-2034 | ||||||||||||
TAOC | 2001P-101733/KR/01 | Multi-Layer Liquid-Cooled Mount | South Korea | Pending | Patent | 1020157025939 | Mar-06-2014 | Mar-06-2034 | ||||||||||||
TAOC | 2001U-001733/US | 11-0599 Liquid Cooled injector mount | United States | Granted | Patent | 13/833850 | Mar-15-2013 | 8973355 | Mar-10-2015 | Mar-15-2033 | ||||||||||
TAOC | 2001P-101734/CN/01 | Air-Assisted Reductant Delivery System | China | Granted | Patent | 201380010877.2 | Feb-17-2013 | 201380010877.2 | Aug-08-2017 | Feb-17-2033 | ||||||||||
TAOC | 2001P-101734/IN/01 | Air-Assisted Reductant Delivery System | India | Pending | Patent | 5518/CHENP/2014 | Feb-17-2013 | Feb-17-2033 | ||||||||||||
TAOC | 2001P-101734/JP/01 | Air-Assisted Reductant Delivery System | Japan | Pending | Patent | 2014-557983 | Feb-17-2013 | Feb-17-2033 | ||||||||||||
TAOC | 2001P-101734/TH/01 | Air-Assisted Reductant Delivery System | Thailand | Pending | Patent | 1401007448 | Feb-17-2013 | Feb-17-2033 | ||||||||||||
TAOC | 2001U-001734/US/NP | Air-Assisted Reductant Delivery System | United States | Granted | Patent | 14/380414 | Feb-17-2013 | 9359928 | Jun-07-2016 | Feb-17-2033 | ||||||||||
TAOC | 2001U-001735/US | Modular System for Reduction of Sulphur Oxides in Exhaust | United States | Granted | Patent | 14/180616 | Feb-14-2014 | 9387438 | Jul-12-2016 | Feb-14-2034 | ||||||||||
TAOC | 2001P-101737/CN/01 | Exhaust Treatment Device Insulation Detection System | China | Pending | Patent | PCT/US2015/010444 | Jan-07-2015 | Jan-07-2035 | ||||||||||||
TAOC | 2001U-001737/US | Insulation detection for large engine | United States | Granted | Patent | 14/154524 | Jan-14-2014 | 9108157 | Aug-18-2015 | Jan-14-2034 | ||||||||||
TAOC | 2001P-101739/BR/01 | Exhaust Treatment System With Urea Temperature Rationality Diagnostic | Brazil | Pending | Patent | 112015022330.3 | Mar-07-2014 | Mar-07-2034 |
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Status |
Type |
Application
|
Application
|
Grant Number |
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|
||||||||||
TAOC | 2001P-101739/DE/01 | Exhaust Treatment System With Urea Temperature Rationality Diagnostic | Germany | Pending | Patent | 112014001297.1 | Mar-07-2014 | Mar-07-2034 | ||||||||||||
TAOC | 2001P-101739/IN/01 | Exhaust Treatment System With Urea Temperature Rationality Diagnostic | India | Pending | Patent | 2537/MUMNP/2015 | Mar-07-2014 | Mar-07-2034 | ||||||||||||
TAOC | 2001P-101739/JP/01 | Exhaust Treatment System With Urea Temperature Rationality Diagnostic | Japan | Pending | Patent | 2016500804 | Mar-07-2014 | Mar-07-2034 | ||||||||||||
TAOC | 2001P-101739/KR/01 | Exhaust Treatment System With Urea Temperature Rationality Diagnostic | South Korea | Pending | Patent | 1020157025251 | Mar-07-2014 | Mar-07-2034 | ||||||||||||
TAOC | 2001U-001739/US | Urea Temperature Rationality Diagnostic | United States | Granted | Patent | 13/803205 | Mar-14-2013 | 9016043 | Apr-28-2015 | Mar-14-2033 | ||||||||||
TAOC | 2001P-101740/CN/01 | Mirrored Two-Stage Mixer | China | Pending | Patent | US2014048533 | Jul-29-2014 | Jul-29-2034 | ||||||||||||
TAOC | 2001P-101740/JP-01 | Mirrored 2-Stage Mixer Concept | Japan | Pending | Patent | US2014048533 | Jul-29-2014 | Jul-29-2034 | ||||||||||||
TAOC | 2001P-101740/KR/01 | Mirrored Two-Stage Mixer | South Korea | Granted | Patent | US2014048533 | Jul-29-2014 | 101780339 | Sep-14-2017 | Jul-29-2034 | ||||||||||
TAOC | 2001P-101741/CN | Water Injection Exhaust Treatment System | China | Pending | Patent | PCT/CN2013/081643 | Aug-16-2013 | Aug-16-2033 | ||||||||||||
TAOC | 2001P-101741/CN/01 | Water Injection Exhaust Treatment System | China | Pending | Patent | 201510650030.1 | Oct-09-2015 | Oct-09-2035 | ||||||||||||
TAOC | 2001P-101741/DE | Water Injection Exhaust Treatment System | Germany | Pending | Patent | 112013007188.6 | Aug-16-2013 | Aug-16-2033 | ||||||||||||
TAOC |
2001U- 001741/US/CPA |
Water Injection Exhaust Treatment System | United States | Granted | Patent | 14/512609 | Oct-13-2014 | 9822685 | Nov-21-2017 | Aug-16-2033 | ||||||||||
TAOC | 2001U-001741/US/NP | Water Injection Exhaust Treatment System | United States | Granted | Patent | 14/389224 | Aug-16-2013 | 9334775 | May-10-2016 | Aug-16-2033 | ||||||||||
TAOC |
2001U- 001741/US/CPA/CN |
Water Injection Exhaust Treatment System | China | Pending | Patent | 201510650030.1 | Oct-09-2015 | Oct-09-2035 | ||||||||||||
TAOC |
2001U- 001741/US/CPA/US |
Water Injection Exhaust Treatment System | United States | Granted | Patent | 14/512609 | Oct-13-2014 | 9822685 | Nov-21-2017 | Aug-16-2033 | ||||||||||
TAOC | 2001P-101742/CN/01 | Engine Exhaust After-Treatment System | China | Pending | Patent | 201380075456.8 | Apr-10-2013 | Apr-10-2033 | ||||||||||||
TAOC | 2001P-101742/JP/01 | Engine Exhaust After-Treatment System | Japan | Pending | Patent | 2016-506743 | Apr-10-2013 | Apr-10-2033 | ||||||||||||
TAOC | 2001U-001742/US/NP | Engine Exhaust After-Treatment System | United States | Pending | Patent | 14/782874 | Apr-10-2013 | Apr-10-2033 | ||||||||||||
TAOC | 2001P-101743/CN/04 | Flow Reversing Exhaust Gas Mixer | China | Pending | Patent | 201480025720.1 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101743/CN/08 | Axial Flow Atomization Module | China | Granted | Patent | PCT/US2014/048374 | Jul-28-2014 | 201480044809.2 | Apr-05-2018 | Jul-28-2034 | ||||||||||
TAOC | 2001P-101743/DE/04 | Flow Reversing Exhaust Gas Mixer | Germany | Pending | Patent | 112014002314.0 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101743/DE/08 | Axial Flow Atomization Module | Germany | Pending | Patent | 112014003600.5 | Jul-28-2014 | Jul-28-2034 | ||||||||||||
TAOC | 2001P-101743/DE/10 | Vertical Ultrasonic Decomposition Pipe | Germany | Pending | Patent | PCT/US2015/049623 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001P-101743/IN/10 | Vertical Ultrasonic Decomposition Pipe | India | Pending | Patent | PCT/US2015/049623 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001P-101743/IN/11 | Exhaust Mixing Assembly (Flow Stabalizer) | India | Pending | Patent | PCT/US2015/049638 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001P-101743/JP/08 | Axial Flow Atomization Module | Japan | Pending | Patent | PCT/US2014/048374 | Jul-28-2014 | Jul-28-2034 | ||||||||||||
TAOC | 2001P-101743/KR/08 | Axial Flow Atomization Module | South Korea | Granted | Patent | 1020167005610 | Jul-28-2014 | 101780341 | Sep-14-2017 | Jul-28-2034 | ||||||||||
TAOC | 2001P-101743-CN-09 | Axial Flow Atomization Module | China | Pending | Patent | PCT/US2015/010450 | Jan-07-2015 | Jan-07-2035 | ||||||||||||
TAOC | 2001P-101743-DE-09 | Axial Flow Atomization Module | Germany | Pending | Patent | PCT/US2015/010450 | Jan-07-2015 | Jan-07-2035 |
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Status |
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Application
|
Application
|
Grant Number |
Grant Date |
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|
||||||||||
TAOC | 2001P-101743-DE-11 | Exhaust Mixing Assembly (Flow Stabalizer) | Germany | Pending | Patent | PCT/US2015/049638 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001P-101743-KR-09 | Axial Flow Atomization Module | South Korea | Pending | Patent | PCT/US2015/010450 | Jan-07-2015 | Jan-07-2035 | ||||||||||||
TAOC | 2001U-001743/CN/10 | Vertical Ultrasonic Decomposition Pipe | China | Pending | Patent | PCT/US2015/049623 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001U-001743/CN/11 | Exhaust Mixing Assembly (Flow Stabalizer) | China | Pending | Patent | PCT/US2015/049638 | Sep-11-2015 | Sep-11-2035 | ||||||||||||
TAOC | 2001U-001743/US | Flow Reversing Exhaust Gas Mixer | United States | Granted | Patent | 13/888861 | May-07-2013 | 9289724 | Mar-22-2016 | May-16-2034 | ||||||||||
TAOC |
2001U- 001743/US/CPA |
Axial Flow Atomization Module (reverse Flow) | United States | Granted | Patent | 13/958955 | Aug-05-2013 | 9314750 | Apr-19-2016 | Jan-22-2034 | ||||||||||
TAOC |
2001U- 001743/US/CPB |
Compact High-Velocity Urea Atomization Tube (anto wetting) | United States | Granted | Patent | 14/165923 | Jan-28-2014 | 9291081 | Mar-22-2016 | Aug-30-2033 | ||||||||||
TAOC |
2001U- 001743/US/CPC |
Vertical Ultrasonic Decomp Pipe (Ultrasonic) | United States | Granted | Patent | 14/486171 | Sep-15-2014 | 9334781 | May-10-2016 | May-07-2033 | ||||||||||
TAOC |
2001U- 001743/US/CPE |
Compact High-Velocity Urea Atomization Tube Assembly for Multiple SCR Substrates | United States | Granted | Patent | 14/486213 | Sep-15-2014 | 9352276 | May-31-2016 | Jun-08-2033 | ||||||||||
TAOC |
2001U- 001743/US/CPF |
Exhaust Mixing Assembly (Flow Stabalizer) | United States | Granted | Patent | 14/486253 | Sep-15-2014 | 9364790 | Jun-14-2016 | Jun-21-2033 | ||||||||||
TAOC | 2001P-101745/CN/01 | Reductant Sensor System | China | Pending | Patent | 201480025433.0 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101745/DE/01 | Reductant Sensor System | Germany | Pending | Patent | 112014002334.5 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101745/JP/01 | Reductant Sensor System | Japan | Pending | Patent | PCT/US2014/37157 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101745/KR/01 | Reductant Sensor System | South Korea | Pending | Patent | 1020157031717 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001U-001745/US | Reductant Sensor System | United States | Granted | Patent | 14/271788 | May-07-2014 | 9752486 | Sep-05-2017 | May-07-2034 | ||||||||||
TAOC | 2001P-101746/CN/01 | Exhaust Treatment Regeneration Control System | China | Pending | Patent | 201380077162.9 | Jun-06-2013 | Jun-06-2033 | ||||||||||||
TAOC | 2001P-101746/DE/01 | Exhaust Treatment Regeneration Control System | Germany | Pending | Patent | 112013007140.1 | Jun-06-2013 | Jun-06-2033 | ||||||||||||
TAOC | 2001P-101746/IN/01 | Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF | India | Pending | Patent | 3294/MUMNP/2015 | Jun-06-2013 | Jun-06-2033 | ||||||||||||
TAOC | 2001P-101746/JP/01 | Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF | Japan | Pending | Patent | PCT/US2013/044420 | Jun-06-2013 | Jun-06-2033 | ||||||||||||
TAOC | 2001U-001746/US | Closed Loop non-Linear Targeting and Fuel Control for DOC/DPF | United States | Granted | Patent | 13/910626 | Jun-05-2013 | 9046021 | Jun-02-2015 | Jun-05-2033 | ||||||||||
TAOC | 2001P-101747/CN/01 | Soot Load Determination System | China | Granted | Patent | PCT/US2014/56208 | Sep-18-2014 | ZL2014800514893 | Nov-24-2017 | Sep-18-2034 | ||||||||||
TAOC | 2001P-101747/JP/01 | Soot Load Determination System | Japan | Pending | Patent | PCT/US2014/56208 | Sep-18-2014 | Sep-18-2034 | ||||||||||||
TAOC | 2001P-101747/KR/01 | Soot Load Determination System | South Korea | Pending | Patent | PCT/US2014/56208 | Sep-18-2014 | Sep-18-2034 | ||||||||||||
TAOC | 2001U-001747/US | Method for Use of Ammonia Sensor to Determine Soot Load on SCR Coated DPF | United States | Granted | Patent | 14/032665 | Sep-20-2013 | 9371767 | Jun-21-2016 | Sep-20-2033 | ||||||||||
TAOC | 2001P-101748/CN/02 | Perforated Mixing Pipe with Swirler | China | Granted | Patent | PCT/US2014/048381 | Jul-28-2014 | 201480043906.X | Mar-20-2018 | Jul-28-2034 | ||||||||||
TAOC | 2001P-101748/CN/03 | Perforated Mixing Pipe with Swirler | China | Pending | Patent | PCT/US2015/026843 | Apr-21-2015 | Apr-21-2035 | ||||||||||||
TAOC | 2001P-101748/DE/02 | Perforated Mixing Pipe with Swirler | Germany | Pending | Patent | 112014003618.8 | Jul-28-2014 | Jul-28-2034 | ||||||||||||
TAOC | 2001P-101748/DE/03 | Perforated Mixing Pipe with Swirler | Germany | Pending | Patent | PCT/US2015/026843 | Apr-21-2015 | Apr-21-2035 | ||||||||||||
TAOC | 2001P-101748/IN/03 | Perforated Mixing Pipe with Swirler | India | Pending | Patent | PCT/US2015/026843 | Apr-21-2015 | Apr-21-2035 |
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Technology / Invention Title |
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Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101748/JP/02 | Perforated Mixing Pipe with Swirler | Japan | Granted | Patent | 2016-531790 | Jul-28-2014 | 6167239 | Jun-30-2017 | Jul-28-2034 | ||||||||||
TAOC | 2001P-101748/KR/02 | Perforated Mixing Pipe with Swirler | South Korea | Granted | Patent | 1020167004942 | Jul-28-2014 | 101787499 | Oct-12-2017 | Jul-28-2034 | ||||||||||
TAOC | 2001U-001748/US | Perforated Mixing Pipe with Swirler | United States | Granted | Patent | 13/960151 | Aug-06-2013 | 9410464 | Aug-09-2016 | Aug-06-2033 | ||||||||||
TAOC |
2001U- 001748/US/CPA |
Perforated Mixing Pipe with Swirler | United States | Granted | Patent | 14/260555 | Apr-24-2014 | 9435240 | Sep-06-2016 | Aug-06-2033 | ||||||||||
TAOC | 2001P-101749/CN/01 | Tailor to Fit Muffler Design | China | Granted | Patent | PCT/US2014/051785 | Aug-20-2014 | 201480045990.9 | Apr-20-2018 | Aug-20-2034 | ||||||||||
TAOC | 2001P-101749/CN/02 | Tailor to Fit Muffler Design | China | Pending | Patent | 201810232662.X | Mar-20-2018 | Aug-20-2034 | ||||||||||||
TAOC | 2001P-101749/DE/01 | Tailor to Fit Muffler Design | Germany | Pending | Patent | 112014003814.8 | Aug-20-2014 | Aug-20-2034 | ||||||||||||
TAOC | 2001P-101749/JP/01 | Tailor to Fit Muffler Design | Japan | Granted | Patent | PCT/US2014/051785 | Aug-20-2014 | 6178009 | Jul-21-2017 | Aug-20-2034 | ||||||||||
TAOC | 2001P-101749/KR/01 | Tailor to Fit Muffler Design | South Korea | Granted | Patent | PCT/US2014/051785 | Aug-20-2014 | 101798944 | Nov-13-2017 | Aug-20-2034 | ||||||||||
TAOC | 2001P-101749/KR-2 | Tailor to Fit Muffler | South Korea | Granted | Patent | 10-2017-7032792 | Nov-13-2017 | 10-1844387 | Mar-27-2018 | Aug-20-2034 | ||||||||||
TAOC | 2001P-101749-JP-02 | Tailor to Fit Muffler Design | Japan | Pending | Patent | 2017-136662 | Jul-12-2017 | Aug-20-2034 | ||||||||||||
TAOC | 2001U-001749/US | Tailor to Fit Muffler Design | United States | Granted | Patent | 14/462857 | Aug-19-2014 | 9121320 | Sep-01-2015 | Aug-19-2034 | ||||||||||
TAOC |
2001U- 001749/US/COB |
Tailor to Fit Muffler Design | United States | Granted | Patent | 14/810590 | Jul-28-2015 | 9689301 | Jun-27-2017 | Aug-19-2034 | ||||||||||
TAOC | 2001P-101750/CN-01 | Fluid Injection Control System | China | Pending | Patent | PCT/US2014/066131 | Nov-18-2014 | Nov-18-2034 | ||||||||||||
TAOC | 2001P-101750/DE-01 | Fluid Injection Control System | Germany | Pending | Patent | PCT/US2014/066131 | Nov-18-2014 | Nov-18-2034 | ||||||||||||
TAOC | 2001P-101750/IN-01 | Fluid Injection Control System | India | Pending | Patent | PCT/US2014/066131 | Nov-18-2014 | Nov-18-2034 | ||||||||||||
TAOC | 2001P-101750/JP-01 | Fluid Injection Control System | Japan | Granted | Patent | PCT/US2014/066131 | Nov-18-2014 | 6236529 | Nov-02-2017 | Nov-18-2034 | ||||||||||
TAOC | 2001P-101750/KR-01 | Fluid Injection Control System | South Korea | Pending | Patent | PCT/US2014/066131 | Nov-18-2014 | Nov-18-2034 | ||||||||||||
TAOC | 2001U-001750/US | Injector_height_compensation_sw_algorithm | United States | Granted | Patent | 14/085308 | Nov-20-2013 | 9221014 | Dec-29-2015 | Nov-20-2033 | ||||||||||
TAOC | 2001P-101752-CN-01 | Exhaust Aftertreatment system with Low- Temperature SCR | China | Pending | Patent | PCT/US2015/032093 | May-22-2015 | May-22-2035 | ||||||||||||
TAOC | 2001P-101753-CN-01 | Exhaust Treatment System with Soot Blower | China | Pending | Patent | PCT/CN2014/072101 | Feb-14-2014 | Feb-14-2034 | ||||||||||||
TAOC | 2001U-001754/US | Exhaust System with Zone Coated Catalyst | United States | Granted | Patent | 14/592034 | Jan-08-2015 | 9482131 | Nov-01-2016 | Jan-08-2035 | ||||||||||
TAOC | 2001U-001756/US | Exhaust After-treatment System Having Low Temperature SCR Catalyst | United States | Pending | Patent | 14/445686 | Jul-29-2014 | Jul-29-2034 | ||||||||||||
TAOC | 2001P-101757/CN/01 | Recirculating Exhaust Treatment Fluid System | China | Granted | Patent | PCT/US2014/037171 | May-07-2014 | ZL2014800254345 | Jan-26-2018 | May-07-2034 | ||||||||||
TAOC | 2001P-101757/CN/02 | Recirculating Exhaust Treatment Fluid System | China | Pending | Patent | 2017114210649 | Dec-25-2017 | May-07-2034 | ||||||||||||
TAOC | 2001P-101757/DE/01 | Recirculating Exhaust Treatment Fluid System | Germany | Pending | Patent | PCT/US2014/037171 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001P-101757/JP/01 | Recirculating Exhaust Treatment Fluid System | Japan | Granted | Patent | PCT/US2014/037171 | May-07-2014 | 6307595 | Mar-16-2018 | May-07-2034 | ||||||||||
TAOC | 2001P-101757/KR/01 | Recirculating Exhaust Treatment Fluid System | South Korea | Pending | Patent | PCT/US2014/037171 | May-07-2014 | May-07-2034 | ||||||||||||
TAOC | 2001U-001757/US | Recirculating Exhaust Treatment Fluid System | United States | Granted | Patent | 14/271811 | May-07-2014 | 9903250 | Feb-27-2018 | Aug-31-2036 | ||||||||||
TAOC |
2001U- 001757/US/COB |
Recirculating Exhaust Treatment Fluid System | United States | Pending | Patent | 15/868132 | Jan-11-2018 | May-07-2034 |
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Application
|
Application
|
Grant
|
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||||||||||
TAOC | 2001P-101758-CN-01 | Fluid Delivery System with Line Pressure Control Valve | China | Pending | Patent | PCT/CN2014/079662 | Jun-11-2014 | Jun-11-2034 | ||||||||||||
TAOC | 2001P-101758-DE-01 | Fluid Delivery System with Line Pressure Control Valve | Germany | Pending | Patent | PCT/CN2014/079662 | Jun-11-2014 | Jun-11-2034 | ||||||||||||
TAOC | 2001P-101758-IN-01 | Fluid Delivery System with Line Pressure Control Valve | India | Pending | Patent | PCT/CN2014/079662 | Jun-11-2014 | Jun-11-2034 | ||||||||||||
TAOC | 2001U-001758-US-NP | Fluid Delivery System with Line Pressure Control Valve | United States | Pending | Patent | PCT/CN2014/079662 | Jun-11-2014 | Jun-11-2034 | ||||||||||||
TAOC | 2001P-101759/CN/01 | System and Method for Detecting face-Plugging of an Exhaust Aftertreatment Component | China | Pending | Patent | 201580073546.2 | Oct-22-2015 | Oct-22-2035 | ||||||||||||
TAOC | 2001P-101759/DE/01 | System and Method for Detecting face-Plugging of an Exhaust Aftertreatment Component | Germany | Pending | Patent | 112015005978.4 | Oct-22-2015 | Oct-22-2035 | ||||||||||||
TAOC | 2001U-001759/US | System and Method for Detecting Face-Plugging of an Exhaust Aftertreatment Component | United States | Granted | Patent | 14/597745 | Jan-15-2015 | 9702284 | Jul-11-2017 | Jan-15-2035 | ||||||||||
TAOC | 2001U-001760/US | Carbon Dioxide Recirculation System | United States | Granted | Patent | 14/925062 | Oct-28-2015 | 9546621 | Jan-17-2017 | Oct-28-2035 | ||||||||||
TAOC | 2001P-101761/CN/01 | Exhaust Aftertreatment System Having Mixer Assembly | China | Pending | Patent | 201680006780.8 | Jan-21-2016 | Jan-21-2036 | ||||||||||||
TAOC | 2001P-101761/DE/01 | Exhaust Aftertreatment System Having Mixer Assembly | Germany | Pending | Patent | 112016000450.8 | Jan-21-2016 | Jan-21-2036 | ||||||||||||
TAOC | 2001U-001761/US | Exhaust Aftertreatment System Having Mixer Assembly | United States | Granted | Patent | 15/001356 | Jan-20-2016 | 9784163 | Oct-10-2017 | Jan-20-2036 | ||||||||||
TAOC |
2001U- 001761/US/COB |
Exhaust Aftertreatment System Having Mixer Assembly (Dogbowl) | United States | Granted | Patent | 15/677458 | Aug-15-2017 | 10047657 | Aug-14-2018 | Jan-24-2036 | ||||||||||
TAOC |
2001U- 001761/US/COC |
Exhaust Aftertreatment System Having Mixer Assembly | United States | Pending | Patent | 16/014106 | Jun-21-2018 | Jan-20-2036 | ||||||||||||
TAOC | 2001P-101763/CN | Waste Heat Recovery System with Current Regulator | China | Pending | Patent | 201610274765.3 | Apr-22-2016 | Apr-22-2036 | ||||||||||||
TAOC | 2001P-101763/DE | Waste Heat Recovery System with Current Regulator | Germany | Pending | Patent | 102016107458.6 | Apr-22-2016 | Apr-22-2036 | ||||||||||||
TAOC | 2001P-101764/CN | Urea Electrolysis for NH3 and H2 Blends | China | Pending | Patent | 201710037450.1 | Jan-20-2017 | Jan-20-2037 | ||||||||||||
TAOC | 2001P-101764/DE | Urea Electrolysis for NH3 and H2 Blends | Germany | Pending | Patent | 102017100 682.6 | Jan-16-2017 | Jan-16-2037 | ||||||||||||
TAOC | 2001U-001764/US | EXHAUST AFTER-TREATMENT SYSTEM INCLUDING AMMONIA AND HYDROGEN GENERATION | United States | Granted | Patent | 15/001448 | Jan-20-2016 | 10036291 | Jul-31-2018 | Sep-25-2036 | ||||||||||
TAOC | 2001U-001765/US | Exhaust System Having Segmented Service Flange | United States | Granted | Patent | 14/677012 | Apr-02-2015 | 9687784 | Jun-27-2017 | Apr-02-2035 | ||||||||||
TAOC | 2001P-101766/DE |
Utilization of exhaust heat for heating electrolysis reactor for fast electrolysis and evaporation of water |
Germany | Pending | Patent | 112016003787.2 | Feb-08-2018 | Feb-08-2038 | ||||||||||||
TAOC | 2001P-101766-CN-01 | Tri Mode Injection | China | Pending | Patent | PCT/US2016/047700 | Aug-19-2016 | Aug-19-2036 | ||||||||||||
TAOC | 2001U-001766/US | Exhaust Aftertreatment System With Ammonia Gas Generator | United States | Granted | Patent | 14/931039 | Nov-03-2015 | 9702291 | Jul-11-2017 | Nov-03-2035 | ||||||||||
TAOC |
2001U- 001766/WO/POA |
Tri Mode Injection | WO | Pending | Patent | PCT/US2016/047700 | Aug-19-2016 | Feb-20-2019 | ||||||||||||
TAOC | 2001U-001766-US- NPB | Exhaust Aftertreatment System with Ammonia Gas Generator | United States | Pending | Patent | 15/753494 | Feb-19-2018 | Feb-19-2038 | ||||||||||||
TAOC | 2001P-101767/CN/01 | Combo Mixer | China | Pending | Patent | 2016800300253 | Nov-23-2017 | Nov-23-2037 | ||||||||||||
TAOC | 2001U-001767/US | Combination Mixer Assembly | United States | Granted | Patent | 14/722762 | May-27-2015 | 9534525 | Jan-03-2017 | May-27-2035 | ||||||||||
TAOC |
2001U- 001767/WO/POA |
Combo Mixer | WO | Pending | Patent | PCT/US16/34150 | May-25-2016 | Nov-27-2018 |
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Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101768/CN | Electrolysis Generated H2 and NH3 for LNT and SCR | China | Pending | Patent | 201611164404.X | Dec-16-2016 | Dec-16-2036 | ||||||||||||
TAOC | 2001P-101768/DE | Electrolysis Generated H2 and NH3 for LNT and SCR | Germany | Pending | Patent | 1020161238503 | Dec-08-2016 | Dec-08-2036 | ||||||||||||
TAOC | 2001U-001768/US | Exhaust After-Treatment System Including Electrolysis Generated H2 and NH3 | United States | Granted | Patent | 14/972642 | Dec-17-2015 | 9790830 | Oct-17-2017 | Dec-17-2035 | ||||||||||
TAOC | 2001P-101769/CN/01 | Dual Auger Mixing System | China | Pending | Patent | PCT/US2016/019122 | Feb-23-2016 | Feb-23-2036 | ||||||||||||
TAOC | 2001P-101769/DE/01 | Dual Auger System | Germany | Pending | Patent | PCT/US2016/019122 | Feb-23-2016 | Feb-23-2036 | ||||||||||||
TAOC | 2001U-001769/US | Dual Auger System | United States | Pending | Patent | 15/050504 | Feb-23-2016 | Feb-23-2036 | ||||||||||||
TAOC | 2001P-101770/CN | Arrangement of Catalyzed TEG Systems | China | Pending | Patent | 201610594474.2 | Jul-26-2016 | Jul-26-2036 | ||||||||||||
TAOC | 2001P-101770/DE | Arrangement of Catalyzed TEG Systems | Germany | Pending | Patent | 10 2016 112 816.3 | Jul-13-2016 | Jul-13-2036 | ||||||||||||
TAOC | 2001U-001770/US | Arrangement of Catalyzed TEG Systems | United States | Granted | Patent | 14/809730 | Jul-27-2015 | 9551257 | Jan-24-2017 | Jul-27-2035 | ||||||||||
TAOC | 2001P-101771/CN | Engine Exhaust Particulate Sensor Filtering Housing | China | Pending | Patent | 201610594460.0 | Jul-26-2016 | Jul-26-2036 | ||||||||||||
TAOC | 2001P-101771/DE | Engine Exhaust Particulate Sensor Filtering Housing | Germany | Pending | Patent | 102016113232.2 | Jul-19-2016 | Jul-19-2036 | ||||||||||||
TAOC | 2001U-001771/US | Particulate Sensor Assembly | United States | Pending | Patent | 14/818361 | Aug-05-2015 | Aug-05-2035 | ||||||||||||
TAOC | 2001P-101773/CN | Exhaust Treatment System Having Membrane Module for Water Removal | China | Pending | Patent | 201710100002.1 | Feb-23-2017 | Feb-23-2037 | ||||||||||||
TAOC | 2001P-101773/DE | Membrane Module for H2O Removal | Germany | Pending | Patent | 102017102430.1 | Feb-08-2017 | Feb-08-2037 | ||||||||||||
TAOC | 2001U-001773/US | Exhaust Treatment System Having Membrane Module For Water Removal | United States | Granted | Patent | 15/050521 | Feb-23-2016 | 10054022 | Aug-21-2018 | Jul-21-2036 | ||||||||||
TAOC | 2001P-101774/CN/01 | Slotted Snap-Action Valve Assembly for Exhaust System | China | Pending | Patent | PCT/US2017/045907 | Aug-08-2017 | Aug-08-2037 | ||||||||||||
TAOC | 2001P-101774/DE/01 | Slotted Snap-Action Valve Assembly for Exhaust System | Germany | Pending | Patent | PCT/US2017/045907 | Aug-08-2017 | Aug-08-2037 | ||||||||||||
TAOC | 2001U-001774/US | Slotted Snap-Action Valve Assembly for Exhaust System | United States | Pending | Patent | 15/238838 | Aug-17-2016 | Aug-17-2036 | ||||||||||||
TAOC |
2001U- 001774/US/CPB |
Alignment System for Slotted Snap-Action Valve Assembly for Exhaust System | United States | Pending | Patent | 15/797140 | Oct-30-2017 | Aug-17-2036 | ||||||||||||
TAOC |
2001U- 001774/WO/POA |
Slotted Snap-Action Valve Assembly for Exhaust System | WO | Pending | Patent | PCT/US2017/045907 | Aug-08-2017 | Feb-17-2020 | ||||||||||||
TAOC | 2001P-101775/CN | Fliter for Assembly | China | Pending | Patent | 201710140846.9 | Mar-10-2017 | Mar-10-2037 | ||||||||||||
TAOC | 2001P-101775/DE | Fliter for Assembly | Germany | Pending | Patent | 102017105420.0 | Mar-14-2017 | Mar-14-2037 | ||||||||||||
TAOC | 2001U-001775/US | Filter Assembly | United States | Granted | Patent | 15/075803 | Mar-21-2016 | 9956509 | May-01-2018 | Nov-02-2036 | ||||||||||
TAOC |
2001U- 001775/US/DVA |
Fluid Delivery System for Exhaust Aftertreatment System | United States | Pending | Patent | 15/928710 | Mar-22-2018 | Mar-22-2038 | ||||||||||||
TAOC | 2001P-101776/CN | Fluid Delivery System for Exhaust Aftertreatment System | China | Granted | Patent | 201620556991.6 | Jun-08-2016 | ZL201620556991.6 | Dec-28-2016 | Jun-08-2036 | ||||||||||
TAOC | 2001P-101776/IN | Fluid Delivery System for Exhaust Aftertreatment System | India | Pending | Patent | 201641012576 | Apr-11-2016 | Apr-11-2036 | ||||||||||||
TAOC | 2001U-001776/US | Fluid Delivery System for Exhaust Aftertreatment System | United States | Pending | Patent | 15/172357 | Jun-03-2016 | Jun-03-2036 | ||||||||||||
TAOC | 2001U-001776/US- DVA | Fluid Delivery System for Exhaust Aftertreatment System | United States | Pending | Patent | 15/928710 | Mar-22-2018 | Jun-03-2036 | ||||||||||||
TAOC | 2001P-101777/CN | Compact Inline Inlet with Integrated Cast Ring | China | Pending | Patent | 201710318013.7 | May-08-2017 | May-08-2037 | ||||||||||||
TAOC | 2001P-101777/DE | Compact Inline Inlet with Integrated Cast Ring | Germany | Pending | Patent | 10 2017 109 908.5 | May-09-2017 | May-09-2037 | ||||||||||||
TAOC | 2001U-001777/US | Compact Inline Inlet with Integrated Cast Ring | United States | Pending | Patent | 15/494592 | Apr-24-2017 | Apr-24-2037 | ||||||||||||
TAOC | 2001P-101778/CN/01 | Cantileved Mixer | China | Pending | Patent | 201610487729.5 | Jun-28-2016 | Jun-28-2036 | ||||||||||||
TAOC | 2001P-101778-DE-01 | Cantileved Mixer | Germany | Pending | Patent | DE102016111704 | Jun-27-2016 | Jun-27-2036 | ||||||||||||
TAOC | 2001U-001778/US | Cantilevered Flow Distributing Apparatus | United States | Pending | Patent | 15/182697 | Jun-15-2016 | Jun-15-2036 |
Page 40
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Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant
|
Grant Date |
Expiration
|
||||||||||
TAOC | 2001P-101779/CN/01 | Flutter Dampened Exhaust Valve | China | Pending | Patent | PCT/US2017/045923 | Aug-08-2017 | Aug-08-2037 | ||||||||||||
TAOC | 2001P-101779/DE/01 | Flutter Dampened Exhaust Valve | Germany | Pending | Patent | PCT/US2017/045923 | Aug-08-2017 | Aug-08-2037 | ||||||||||||
TAOC | 2001U-001779/US | Flutter Dampened Exhaust Valve | United States | Pending | Patent | 15/238872 | Aug-17-2016 | Aug-17-2036 | ||||||||||||
TAOC |
2001U- 001779/WO/POA |
Flutter Dampened Exhaust Valve | WO | Pending | Patent | PCT/US2017/045923 | Aug-08-2017 | Feb-17-2020 | ||||||||||||
TAOC | 2001P-101780/CN | Passive Exhaust Valve with Dual Torsion Spring | China | Pending | Patent | 2017106575877 | Aug-03-2017 | Aug-03-2037 | ||||||||||||
TAOC | 2001P-101780/DE | Passive Exhaust Valve with Dual Torsion Spring | Germany | Pending | Patent | 102017116977.6 | Jul-27-2017 | Jul-27-2037 | ||||||||||||
TAOC | 2001U-001780/US | Passive Exhaust Valve with Dual Torsion Spring | United States | Granted | Patent | 15/229180 | Aug-05-2016 | 9982793 | May-29-2018 | Sep-17-2036 | ||||||||||
TAOC | 2001P-101781/CN | Passive Exhaust Valve with External Torsion Spring | China | Pending | Patent | 201710387743.2 | May-27-2017 | May-27-2037 | ||||||||||||
TAOC | 2001P-101781/DE | Passive Exhaust Valve with External Torsion Spring | Germany | Pending | Patent | 102017113379.8 | Jun-19-2017 | Jun-19-2037 | ||||||||||||
TAOC | 2001U-001781/US | Passive Exhaust Valve with External Torsion Spring | United States | Granted | Patent | 15/229189 | Aug-05-2016 | 9982794 | May-29-2018 | Aug-06-2036 | ||||||||||
TAOC | 2001P-101783/DE | Apparatus And Method Of Producing Insulation Preform With Graded Porosity | Germany | Pending | Patent | 102171289682 | Dec-06-2017 | Dec-06-2037 | ||||||||||||
TAOC | 2001U-001783/CN | Apparatus And Method Of Producing Insulation Preform With Graded Porosity | China | Pending | Patent | 201711372487.6 | Dec-19-2017 | Dec-19-2037 | ||||||||||||
TAOC | 2001U-001783/US | Apparatus And Method Of Producing Insulation Preform With Graded Porosity | United States | Pending | Patent | 15/386126 | Dec-21-2016 | Dec-21-2036 | ||||||||||||
TAOC | 2001U-001784/US | Method for Urea Conversion Efficiency Measurement | United States | Pending | Patent | 15/874358 | Jan-18-2018 | Jan-18-2038 | ||||||||||||
TAOC | 2001U-001784-WO- POA | Improved Method for Urea Conversion Efficiency Measurement | WO | Pending | Patent | PCT/US2018/014410 | Jan-19-2018 | Jul-20-2020 | ||||||||||||
TAOC | 2001U-001785/CN | Exhaust Conduit Hanger | China | Pending | Patent | 2018102899829 | Apr-03-2018 | Apr-03-2038 | ||||||||||||
TAOC | 2001U-001785/DE | Exhaust Conduit Hanger | Germany | Pending | Patent | 102018106595.7 | Mar-21-2018 | Mar-21-2038 | ||||||||||||
TAOC | 2001U-001785/US | Exhaust Conduit Hanger | United States | Pending | Patent | 15/480776 | Apr-06-2017 | Apr-06-2037 | ||||||||||||
TAOC | 2001P-001786/DE | Double Thin Wall Conduit Hanger | Germany | Pending | Patent | 10 2018 106 596.5 | Mar-21-2018 | Mar-21-2038 | ||||||||||||
TAOC | 2001U-001786/CN | Double Thin Wall Conduit Hanger | China | Pending | Patent | 2018102899759 | Apr-03-2018 | Apr-03-2038 | ||||||||||||
TAOC | 2001U-001786/US | Double Thin Wall Conduit Hanger | United States | Pending | Patent | 15/480830 | Apr-06-2017 | Apr-06-2037 | ||||||||||||
TAOC | 2001P-101787/CN | Counter-Swirl Mixer Concept | China | Pending | Patent | 2018102529713 | Mar-26-2018 | Mar-26-2038 | ||||||||||||
TAOC | 2001P-101787/DE | Counter-Swirl Mixer Concept | Germany | Pending | Patent | 1020181062869 | Mar-19-2018 | Mar-19-2038 | ||||||||||||
TAOC | 2001U-001787/IN | Counter-Swirl Mixer Concept | India | Pending | Patent | 201824014466 | Apr-16-2018 | Apr-16-2038 | ||||||||||||
TAOC | 2001U-001787/US | Counter-Swirl Mixer | United States | Pending | Patent | 15/496128 | Apr-25-2017 | Apr-25-2037 | ||||||||||||
TAOC | 2001P-101792/CN | Spokes Mixer | China | Pending | Patent | 201810510319-7 | Jun-27-2017 | Jun-27-2037 | ||||||||||||
TAOC | 2001P-101792/DE | Spokes Mixer | Germany | Pending | Patent | 102018111886.4 | Jun-27-2017 | Jun-27-2037 | ||||||||||||
TAOC | 2001U-001792/US | Impingement Mixer for Exhaust Treatment | United States | Pending | Patent | 15/634402 | Jun-27-2017 | Jun-27-2037 | ||||||||||||
TAOC | 2001U-001798/US | Method and Apparatus for Preparation of a Urea Solution | United States | Pending | Patent | 15/712253 | Sep-22-2017 | Sep-22-2037 | ||||||||||||
TAOC |
2001U- 001798/US/CPA |
Method and Apparatus for Preparation of a Urea Solution | United States | Pending | Patent | 15/944891 | Apr-04-2018 | Sep-22-2037 | ||||||||||||
TAOC | 2001U-001799/US | Wire Mesh Mixing Tube | United States | Pending | Patent | 15/719699 | Sep-29-2017 | Sep-29-2037 | ||||||||||||
TAOC | 2001U-001802/US | Fluid Pump With Shim and Related Methods Of Manufacture | United States | Pending | Patent | 15/797101 | Oct-30-2017 | Oct-30-2037 | ||||||||||||
TAOC | 2001U-001803-US | XNOx Pressure Sensing Systems and Methods | United States | Pending | Patent | 15/727976 | Oct-09-2017 | Oct-09-2037 | ||||||||||||
TAOC | 2001U-001804/US | Pipe and Metal Sheet Subassembly For An Exhaust Treatment Device | United States | Pending | Patent | 15/817721 | Nov-20-2017 | Nov-20-2037 | ||||||||||||
TAOC |
2001U- 001805/US/PS1 |
Acoustically Tuned Muffler | United States | Pending | Patent | 62/568421 | Oct-05-2017 | Oct-05-2018 | ||||||||||||
TAOC |
2001U- 001805/US/PS2 |
Acoustically Tuned Muffler | United States | Pending | Patent | 62/598147 | Dec-13-2017 | Dec-13-2018 |
Page 41
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Page 42
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Page 43
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC | TEN10442P00100/US | Injector Mounting System | United States | Granted | Patent | 12/698488 | Feb-02-2010 | 8327829 | Dec-11-2012 | Feb-02-2030 | ||||||||||
TAOC | TEN10442P00110/BR | Burner for a Diesel Aftertreatment System | Brazil | Pending | Patent | 112012005827.4 | Sep-15-2010 | Sep-15-2030 | ||||||||||||
TAOC | TEN10442P00110/IN | Burner for a Diesel Aftertreatment System | India | Pending | Patent | 1309/CHENP/2012 | Sep-15-2010 | Sep-15-2030 | ||||||||||||
TAOC | TEN10442P00140/CN | Elim-NOx Injector firing control circuit concepts | China | Granted | Patent | 201080054959.3 | Dec-02-2010 | ZL201080054955.3 | Dec-24-2014 | Dec-02-2030 | ||||||||||
TAOC | TEN10442P00140/IN | Elim-NOx Injector firing control circuit concepts | India | Pending | Patent | 3353/CHENP/2012 | Dec-02-2010 | Dec-02-2030 | ||||||||||||
TAOC | TEN10442P00140/KR | Elim-NOx Injector firing control circuit concepts | South Korea | Pending | Patent | 10-2012-7010997 | Dec-02-2010 | Dec-02-2030 | ||||||||||||
TAOC | TEN10442P00150/CN | Flared Siphon Tube (Non round dust ejector) | China | Pending | Patent | CN201080042628.8 | Sep-22-2010 | Sep-22-2030 | ||||||||||||
TAOC | TEN10442P00150/IN | Flared Siphon Tube (Non round dust ejector) | India | Pending | Patent | 1315/CHENP/2012 | Sep-22-2010 | Sep-22-2030 | ||||||||||||
TAOC | TEN10442P00150/JP | Flared Siphon Tube (Non round dust ejector) | Japan | Granted | Patent | 2012-530992 | Sep-22-2010 | 5806671 | Sep-11-2015 | Sep-22-2030 | ||||||||||
TAOC | TEN10442P00150/KR | Flared Siphon Tube (Non round dust ejector) | South Korea | Granted | Patent | 10-2012-7006374 | Sep-22-2010 | 101524220 | May-22-2015 | Sep-22-2030 | ||||||||||
TAOC | TEN10442P00150/TH | Flared Siphon Tube (Non round dust ejector) | Thailand | Pending | Patent | 1201001053 | Sep-22-2010 | Sep-22-2030 | ||||||||||||
TAOC | TEN10442P00150/US | Flared Siphon Tube (Non round dust ejector) | United States | Granted | Patent | 12/567311 | Sep-25-2009 | 8277548 | Oct-02-2012 | Sep-25-2029 | ||||||||||
TAOC | TEN10442P00151/KR- 02 | Flared Siphon Tube (Non round dust ejector) | South Korea | Pending | Patent | 10-2013-7034768 | Sep-22-2010 | Sep-22-2030 | ||||||||||||
TAOC | TEN10442P00160/IN | Butterfly Mixer - Enhanced | India | Pending | Patent | US2010056982 | Nov-17-2010 | Nov-17-2030 | ||||||||||||
TAOC | TEN10442P00160/JP | Butterfly Mixer - Enhanced | Japan | Granted | Patent | US2010056982 | Nov-17-2010 | 5782447 | Jul-24-2015 | Nov-17-2030 | ||||||||||
TAOC | TEN10442P00160/KR | Butterfly Mixer - Enhanced | South Korea | Granted | Patent | US2010056982 | Nov-17-2010 | 101573880 | Nov-26-2015 | Nov-17-2030 | ||||||||||
TAOC | TEN10442P00160/TH | Butterfly Mixer - Enhanced | Thailand | Pending | Patent | US2010056982 | Nov-17-2010 | Nov-17-2030 | ||||||||||||
TAOC | TEN10442P00160/US | Butterfly Mixer - Enhanced | United States | Granted | Patent | 12/620302 | Nov-17-2009 | 8375709 | Feb-19-2013 | Nov-17-2029 | ||||||||||
TAOC | TEN10442P00170/IN | Calcination of Silica Fiber Insulation Materials Prior to Installation in Application | India | Pending | Patent | 6133/CHENP/2012 | Jun-03-2010 | Jun-03-2030 | ||||||||||||
TAOC | TEN10442P00170/TH | Calcination of Silica Fiber Insulation Materials Prior to Installation in Application | Thailand | Pending | Patent | 1201003714 | Jun-03-2010 | Jun-03-2030 | ||||||||||||
TAOC | TEN10442P00190/CN | Spiral Telescoping for Multi-Layer Wrapping | China | Granted | Patent | 201180046942.8 | May-26-2011 | ZL201180046942.8 | Apr-22-2015 | May-26-2031 | ||||||||||
TAOC | TEN10442P00190/DE | Spiral Telescoping for Multi-Layer Wrapping | Germany | Pending | Patent | 11 2011 104 746.0 | May-26-2011 | May-26-2031 | ||||||||||||
TAOC | TEN10442P00190/IN | Spiral Telescoping for Multi-Layer Wrapping | India | Pending | Patent | 560/KOLNP/2013 | May-26-2011 | May-26-2031 | ||||||||||||
TAOC | TEN10442P00190/JP | Spiral Telescoping for Multi-Layer Wrapping | Japan | Granted | Patent | 2013/531570 | May-26-2011 | 5878927 | Feb-05-2016 | May-26-2031 | ||||||||||
TAOC | TEN10442P00190/KR | Spiral Telescoping for Multi-Layer Wrapping | South Korea | Granted | Patent | 10-2013-7008091 | May-26-2011 | 10-1478590 | Dec-26-2014 | May-26-2031 | ||||||||||
TAOC | TEN10442P00190/TH | Spiral Telescoping for Multi-Layer Wrapping | Thailand | Pending | Patent | 1301001039 | May-26-2011 | May-26-2031 | ||||||||||||
TAOC | TEN10442P00190/US | Spiral Telescoping for Multi-Layer Wrapping | United States | Granted | Patent | 12/894712 | Sep-30-2010 | 8752290 | Jun-17-2014 | Sep-30-2030 |
Page 44
Patent Status Report
Grantor |
Docket ID |
Technology / Invention Title |
Country |
Status |
Type |
Application
|
Application
|
Grant Number |
Grant Date |
Expiration
|
||||||||||
TAOC |
TEN10442P00190/US /2 |
Spiral Telescoping for Multi-Layer Wrapping | United States | Granted | Patent | 13/399365 | Sep-30-2010 | 8661673 | Mar-04-2014 | Sep-30-2030 | ||||||||||
TAOC | TEN10442P00230/CN | Taper Cut Edge Mat | China | Granted | Patent | 201180046941.3 | May-26-2011 | 201180046941.3 | Mar-16-2016 | May-26-2031 | ||||||||||
TAOC | TEN10442P00230/DE | Taper Cut Edge Mat | Germany | Pending | Patent | 11 2011 103 328.1 | May-26-2011 | May-26-2031 | ||||||||||||
TAOC | TEN10442P00230/JP | Taper Cut Edge Mat | Japan | Granted | Patent | 2013/531571 | May-26-2011 | 5815036 | Oct-02-2015 | May-26-2031 | ||||||||||
TAOC | TEN10442P00230/KR | Taper Cut Edge Mat | South Korea | Granted | Patent | 10-2013-7008092 | May-26-2011 | 10-1478591 | Dec-26-2014 | May-26-2031 | ||||||||||
TAOC | TEN10442P00230/TH | Taper Cut Edge Mat | Thailand | Pending | Patent | 1301001040 | May-26-2011 | May-26-2031 | ||||||||||||
TAOC | TEN10442P00230/US | Method of installing a longitudinally offset multi- layer mat in an exhaust gas aftertreatment or acoustic device | United States | Granted | Patent | 12/894851 | Sep-30-2010 | 8505203 | Aug-13-2013 | Sep-30-2030 | ||||||||||
TAOC | TEN10442P00240/CN | Multi-Layer Wrap Mat to Mat Adhesion for Transportation of Wrapped Substrates | China | Pending | Patent | 201280037388.1 | Jun-27-2012 | Jun-27-2032 | ||||||||||||
TAOC | TEN10442P00280/JP | Method of Insulating an Exhaust Device | Japan | Pending | Patent | 2014-520176 | Dec-16-2011 | Dec-16-2031 | ||||||||||||
TAOC | TEN10442P00280/TH | Method of Insulating an Exhaust Device | Thailand | Pending | Patent | 1301006694 | Dec-16-2011 | Dec-16-2031 | ||||||||||||
TAOC | TEN10442P00280/US | Method of Insulating an Exhaust Device | United States | Granted | Patent | 13/179982 | Jul-11-2011 | 8100315 | Jan-24-2012 | Jul-11-2031 | ||||||||||
TAOC | TEN10442P00290/CN | Method of Producing an Insulated Exhaust Device | China | Pending | Patent | 201280050971.6 | Jun-28-2012 | Jun-28-2032 | ||||||||||||
TAOC | TEN10442P00290/US | Method of Producing an Insulated Exhaust Device | United States | Granted | Patent | 13/277663 | Oct-20-2011 | 9217357 | Dec-22-2015 | Oct-20-2031 | ||||||||||
TAOC | TEN10442P00310/CN | Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device | China | Pending | Patent | 201380047558.9 | Jun-27-2013 | Jun-27-2033 | ||||||||||||
TAOC | TEN10442P00310/IN | Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device | India | Pending | Patent | 2911/KOLNP/2014 | Jun-27-2013 | Jun-27-2033 | ||||||||||||
TAOC | TEN10442P00310/JP | Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device | Japan | Pending | Patent | 2015-531071 | Jun-27-2013 | Jun-27-2033 | ||||||||||||
TAOC | TEN10442P00310/KR | Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device | South Korea | Pending | Patent | 10-2015-7001723 | Jun-27-2013 | Jun-27-2033 | ||||||||||||
TAOC | TEN10442P00310/TH | Method of Installing a Multi-Layer Batt, Blanket or Mat in an Exhaust Gas Aftertreatment or Acoustic Device | Thailand | Pending | Patent | 1501000446 | Jun-27-2013 | Jun-27-2033 | ||||||||||||
TAOC | TEN10442P00310/US | 11-0632_Powder Insulation Impregnated Multi- Layer wrap.pdf | United States | Granted | Patent | 13/612269 | Sep-12-2012 | 8747510 | Jun-10-2014 | Sep-12-2032 |
Page 45
COPYRIGHTS
Registered Copyrights
1. Registration Number: |
TX-4-813-381 |
|
Title: |
Quiet-Flow exhaust systems 1980 and newer passenger car and truck : |
|
1998 master catalog. |
||
Description: |
768 p. |
|
Claimant: |
acTenneco Automotive, Inc. (now TAOCI) |
|
Created: |
1997 |
|
Published: |
31Dec97 |
|
Registered: |
28Apr00 |
|
Miscellaneous: |
C.O. corres. |
|
2. Registration Number: |
TX-6-177-896 |
|
Title: |
Exhaust system acoustics and backpressure. |
|
Note: |
Cataloged from appl. |
|
Claimant: |
acTenneco Automotive Operating Company, Inc. |
|
Created: |
2005 |
|
Published: |
29Mar05 |
|
Registered: |
25Apr05 |
|
3. Registration Number: |
TXu-1-223-170 |
|
Title: |
Engine exhaust after treatment mechanical, thermal and production knowledge base. |
|
Note: |
Cataloged from appl. only. |
|
Claimant: |
acTenneco Automotive |
|
Created: |
2005 |
|
Registered: |
20Jun05 |
|
4. Registration Number: |
TX0006828850 |
|
Title: |
Quick-Strut Installation Instructions |
|
Note: |
C.O. corres. |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2003 |
|
Published: |
01May2004 |
|
Registered: |
28Feb08 |
|
5. Registration Number: |
TX0007102555 |
|
Title: |
QUICK-STRUT INSTALLATION INSTRUCTIONS |
|
Note: |
C.O. corres. |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2003 |
|
Published: |
13May2003 |
|
Registered: |
07Feb2008 |
6. Registration Number: |
PAu000125783 |
|
Title: |
[The Vital connection] |
|
Note: |
Deposit consists of 1 sound cassette (deposited in lieu of tape) & synopsis (2 p.). Title from synopsis |
|
Claimant: |
Monroe Auto Equipment Company |
|
Created: |
1979 |
|
Registered: |
10May1979 |
|
7. Registration Number: |
2013F00087597 |
|
Title: |
Wings Logo China Copyright |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2013 |
|
Registered: |
01April2013 |
|
8. Registration Number: |
TXu 2-016-686 |
|
Title: |
Controller_sf.h |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2016 |
|
Registered: |
18April2016 |
|
9. Registration Number: |
TXu 2-014-312 |
|
Title: |
Controller_sf.c |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2016 |
|
Registered: |
18April2016 |
|
10. Registration Number: |
TXu 2-021-512 |
|
Title: |
Controller_v2_sf.h |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2016 |
|
Registered: |
05July2016 |
11. Registration Number: |
TXu 2-021-523 |
|
Title: |
Controller_v2_sf.c |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2016 |
|
Registered: |
05July2016 |
|
12. Registration Number: |
TXu 2-021-508 |
|
Title: |
AcocarActiveQCarCtrl_v2 |
|
Note: |
NA |
|
Claimant: |
Tenneco Automotive Operating Company Inc. |
|
Created: |
2016 |
|
Registered: |
05July2016 |
Unregistered Copyrights
The Grantors may have unregistered copyrights in various types of material prepared within the conduct of their business. These types of materials can include all written material, including but not limited to any catalogs, manuals, packaging, labels, and marketing materials for all products manufactured and sold by a Grantor, as well as pictorial, graphical and other audio-visual works, computer programs, video records, compilations of data, multimedia and derivative works. However, except as noted above, no registrations have been sought for these types of copyrightable materials, and it is not the policy of the Grantors to pursue registered copyrights for these materials.
Copyright Licenses
Copyright Licenses Granted By A Grantor
None
Copyright Licenses Granted To A Grantor
The Grantors have entered into various operational copyright licenses, such as software shrink wrap licenses, commensurate with an organization of their size, which may or may not expressly permit the applicable Grantor to grant a security interest in its rights under such license.
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title |
Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
40869 | 1 | AFTERMARKET-MISC | United States | Design | Original Filing | National | 09/04/2007 | 29/284221 | 09/15/2009 | D600125 S | Granted | 09/15/2023 | PACKAGE DESIGN FOR MULTI-USE CONTAINER FOR A SMALL ENGINE TUNE-UP KIT |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | |||||||||||||||||||
40869 | AFTERMARKET-MISC | United States | Regular | Original Filing | National | 01/30/2008 | 12/022232 | 01/26/2016 | 9243750 | Granted | 08/29/2034 | MULTI-USE CONTAINER FOR ENGINE MAINTENANCE KIT |
FEDERAL-MOGUL
LLC |
MP | ||||||||||||||||||||
00367 | 1 | BEARINGS | United States | Regular | Original Filing | National | 11/04/1999 | 09/433689 | 11/06/2001 | 6312579 | Granted | 11/04/2019 | BEARING HAVING MULTI-LAYER OVERLAY AND METHOD OF USE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
00367 | 2 | BEARINGS | United States | Regular | Division | National | 09/19/2001 | 09/957317 | 08/26/2003 | 6609830 | Granted | 11/04/2019 | BEARING HAVING MULTILAYER OVERLAY AND METHOD OF MANUFACTURE |
FEDERAL-MOGUL
WORLD WIDE LLC |
01/31/2002 | 2002/0011414 | PT | |||||||||||||||||
00743 | BEARINGS | United States | Regular | Original Filing | National | 02/26/1999 | 09/258,639 | 04/23/2002 | 6376062 | Granted | 02/26/2019 | OVERLAY MATERIAL AND COMPOSITE MULTILAYER MATERIAL (GLYCO 193) GLEITSCHICHTMATERIAL UND SCHICHTVERBUNDWERKSTOFF |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | ||||||||||||||||||||
00744 | BEARINGS | United States | Regular | Original Filing | National | 02/26/1999 | 09/258624 | 04/23/2002 | 6376061 | Granted | 02/26/2019 | COMPOSITE MULTILAYER MATERIAL |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | ||||||||||||||||||||
00752 | BEARINGS | United States | Regular | Original Filing | National | 12/26/2000 | 09/748,610 | 12/10/2002 | 6492039 | Granted | 12/26/2020 | GLYCO 188 (VM 250) SCHICHTVERBUNDWERKSTOFF FUER GLEITLAGER |
FEDERAL-MOGUL
WIESBADEN GMBH |
08/23/2001 | 2001/0016267 | PT | ||||||||||||||||||
30149 | BEARINGS | United States | Regular | Original Filing | National | 01/16/2001 | 09/760875 | 11/19/2002 | 6481895 | Granted | 01/16/2021 | LONG RELIEF CONTOURED FLANGE BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
07/18/2002 | US2002-0094143 | PT | ||||||||||||||||||
30283 | 1 | BEARINGS | United States | Regular | Original Filing | National | 10/07/2002 | 10/265953 | 06/08/2004 | 6746154 | Granted | 10/07/2022 | LEAD-FREE BEARING (LF-5) |
FEDERAL-MOGUL
WORLD WIDE LLC |
04/10/2003 | US2003-0068106 | PT | |||||||||||||||||
30283 | 2 | BEARINGS | United States | Regular | Division | National | 12/08/2003 | 10/730308 | 02/15/2005 | 6854183 | Granted | 10/07/2022 | LEAD-FREE BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30284 | 1 | BEARINGS | United States | Regular | Original Filing | National | 10/15/2002 | 10/272054 | 09/07/2004 | 6787100 | Granted | 12/28/2022 | MULTIPLE LAYER POWDER METAL BEARINGS |
FEDERAL-MOGUL
WORLD WIDE LLC |
04/17/2003 | US2003-0072670 | PT | |||||||||||||||||
30418 | BEARINGS | United States | Regular | Original Filing | National | 12/07/2004 | 11/006273 | 06/12/2007 | 7229699 | Granted | 08/04/2025 | BEARING HAVING EMBEDDED HARD PARTICLE LAYER AND OVERLAY AND METHOD MANUFACTURE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
30455 | BEARINGS | United States | Regular | Original Filing | National | 06/01/2005 | 11/141895 | 04/08/2008 | 7354199 | Granted | 02/17/2026 | THRUST BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
30455 | 1 | BEARINGS | United States | Regular | Division | National | 02/13/2008 | 12/030384 | 10/25/2011 | 8042272 | Granted | 08/26/2030 | THRUST BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30611(00797) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/05/2004 | 10568110 | 08/18/2009 | 7575814 | Granted | 08/05/2024 | SCHICHTVERBUNDWERKSTOFF, HERSTELLUNG UND VERWENDUNG [COMPOSITE MULTILAYER MATERIAL, PRODUCTION AND USE] |
FEDERAL-MOGUL
WIESBADEN GMBH |
02/17/2005 | 2005/015036 | PT | ||||||||||||||||||
30699 | BEARINGS | United States | Regular | Original Filing | National | 11/12/2004 | 10/987014 | 08/21/2007 | 7258489 | Granted | 02/10/2025 | LOW-COST THREE-PIECE THRUST WASHER DESIGN |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40086 | BEARINGS | United States | Regular | Original Filing | National | 06/28/2005 | 11/169032 | 12/02/2008 | 7458158 | Granted | 10/06/2026 | METHOD OF MAKING A SLIDING BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40155(00767) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/24/2002 | 10490849 | 10/08/2013 | 8551569 | Granted | 09/24/2022 | VERFAHREN ZUR HERSTELLUNG EINES MIT EINER GLEITSCHICHT VERSEHENEN METALLISCHEN TRÄGERWERKSTOFFES SOWIE DESSEN VERWENDUNG |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | ||||||||||||||||||||
40456(00824) | BEARINGS | United States | Regular | Original Filing | National | 03/16/2006 | 11377039 | 09/23/2008 | 7426855 | Granted | 03/16/2026 | VERFAHREN UND VORRICHTUNG ZUR UEBERPRUEFUNG DER HAFTFESTIGKEIT VON GLEITSCHICHTEN VON GLEITLAGERBUCHSEN |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/02/2006 | 2006/0243046 | PT | ||||||||||||||||||
40481(00812.1) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/13/2006 | 11/914,356 | 08/09/2011 | 7993758 | Granted | 05/13/2026 | GLEITLAGERVERBUNDWERKSTOFF, VERWENDUNG UND HERSTELLUNGSVERFAHREN (SOLID BRONZE / MASSIV) |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/26/2009 | 2009-00814771 | PT | ||||||||||||||||||
40482(00825.1) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/13/2006 | 11914350 | 01/29/2013 | 8360647 | Granted | 05/13/2026 | GLEITLAGERVERBUNDWERKSTOFF, VERWENDUNG UND HERSTELLUNGSVERFAHREN (SOLID BRONZE / STAHL) |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/16/2006 | 2006/120016 | PT | ||||||||||||||||||
40483(00826.1) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/13/2006 | 11914352 | 08/14/2012 | 8241758 | Granted | 05/13/2026 | GLEITLAGERVERBUNDWERKSTOFF, VERWENDUNG UND HERSTELLUNGSVERFAHREN (SOLID BRONZE / MASSIV GESPUTTERT) |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/16/2006 | 2006/120022 | PT | ||||||||||||||||||
40492(00817) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/22/2006 | 11/915283 | 11/08/2011 | 8053087 | Granted | 07/20/2028 | ANTIFRICTION COMPOSITE, USE OF THE ANTIFRICTION COMPOSITE, AND METHOD FOR PRODUCING THE ANTIFRICTION COMPOSITE [GLEITLAGERVERBUNDWERKSTOFF, VERWENDUNG DES GLEITLAGERVERBUNDWERKSTOFFES UND VERFAHREN ZUR HERSTELLUNG DES GLEITLAGERVERBUNDWERKSTOFFES (GLYCO 273)] |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/30/2006 | 2006/125584 | PT | ||||||||||||||||||
40588(00840) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/13/2006 | 12/097401 | 11/10/2015 | 9181976 | Granted | 12/13/2026 | LAGERSCHALE UND VERFAHREN ZU IHRER HERSTELLUNG |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/12/2007 | WO2007/076803 | PT | ||||||||||||||||||
40871(00851) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/26/2010 | 13/266887 | 07/08/2014 | 8771838 | Granted | 04/26/2030 | Nachgiebige Lagerschale mit Anpassungspotential unter Betriebslast |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/04/2010 | WO2010/125026 | PT | ||||||||||||||||||
40936(00854) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/15/2008 | 12669363 | 04/22/2014 | 8703660 | Granted | 07/15/2028 | BLEIFREIER GESINTERTER GLEITLAGERWERKSTOFF UND SINTERPULVER ZUR HERSTELLUNG DESSELBEN |
FEDERAL-MOGUL
WIESBADEN GMBH |
01/29/2009 | WO2008/013178 | PT | ||||||||||||||||||
40949 | 3 | BEARINGS | United States | Regular | Division | National | 03/24/2014 | 14/223513 | 05/23/2017 | 9657777 | Granted | 08/18/2028 | WEAR RESISTANT LEAD FREE ALLOY BUSHING AND METHOD OF MAKING |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
40949 | 2 | BEARINGS | United States | Regular | Original Filing | National | 07/31/2007 | 11/830913 | 03/25/2014 | 8679641 | Granted | 11/24/2030 | BUSHING MATERIAL WITH IMPROVED WEAR PROPERTIES (LF4) |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
41047(00862) | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/10/2008 | 12742826 | 02/19/2013 | 8376618 | Granted | 11/10/2028 | Bundlager mit lasergepunkteten Anlaufscheiben und verbesserter, formschlüssiger Verdrehsicherung |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | ||||||||||||||||||||
41183 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/28/2009 | 13/142887 | 10/25/2016 | 9476454 | Granted | 12/28/2029 | Application of iron oxide in painted bearings Verwendung von Eisenoxid in Lacken für Gleitelemente |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/08/2010 | WO2010/076306 | PT | ||||||||||||||||||
41183 | BEARINGS | United States | Regular | Continuation-In-Part |
Patent
Cooperation Treaty |
Docketed | Application of iron oxide in painted bearings Verwendung von Eisenoxid in Lacken für Gleitelemente |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | |||||||||||||||||||||||||
41183 | BEARINGS | United States | Regular | Continuation |
Patent
Cooperation Treaty |
12/28/2009 | 15262469 | Filed | Application of iron oxide in painted bearings Verwendung von Eisenoxid in Lacken für Gleitelemente |
FEDERAL-MOGUL
WIESBADEN GMBH |
PT | |||||||||||||||||||||||
41191 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/28/2009 | 13142953 | 02/11/2014 | 8646977 | Granted | 12/28/2029 | Self-lubricating thermoplastic coatings with PTFE loaded surface / Selbstschmierende thermoplastische Schichten mit PTFE-angereicheter Oberfläche |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/08/2010 | WO2010/076307 | PT | ||||||||||||||||||
41200 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/16/2012 | 14/004505 | 07/22/2014 | 8783954 | Granted | 02/16/2032 | upper main-bearing, oil groove configuration Oberes Hauptlager, Anordnung der Ölnut |
FEDERAL-MOGUL
WIESBADEN GMBH |
09/20/2012 | WO2012/123213 | PT | ||||||||||||||||||
41201 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/21/2011 | 13635967 | 08/20/2013 | 8511900 | Granted | 03/21/2031 | Oil grooves for bearings Maßnahmen zur Verringerung von Ölverlusten im Bereich der Freilegung |
FEDERAL-MOGUL
WIESBADEN GMBH |
09/22/2011 | WO2011/113952 | PT | ||||||||||||||||||
41206 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/10/2010 | 13/262104 | 06/10/2014 | 8748006 | Granted | 03/10/2030 | lead free material for sintered bearings Bleifreier Gleitlagerwerkstoff auf der Basis eines gesinterten Gradientenwerkstoffes |
FEDERAL-MOGUL
WIESBADEN GMBH |
10/07/2010 | WO2010/112309 | PT | ||||||||||||||||||
41271 | BEARINGS | United States | Regular | Original Filing | National | 05/18/2011 | 13/110482 | 12/17/2013 | 8608385 | Granted | 10/26/2031 | MAIN BEARING FOR ENGINE WITH HIGH BELT LOAD |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41451 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/18/2010 | 13259938 | 04/08/2014 | 8689457 | Granted | 05/18/2030 | process and device for protrusion measurement of bearings Verfahren und Vorrichtung zur Überstandsmessung an Lagerschalen |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/25/2010 | WO2010/133579 | PT | ||||||||||||||||||
41473 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/05/2010 | 13/318521 | 10/18/2016 | 9468974 | Granted | 05/05/2030 | CuFe2P coating Bleifreier Gleitlagerwerkstoff auf Bais einer gesinterten CuFe2P Legierung |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/11/2010 | WO2010/128086 | PT | ||||||||||||||||||
41480 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/14/2011 | 13/811314 | 11/01/2016 | 9482275 | Granted | 04/14/2031 | Structured sliding surface / Herstellung einer gezielt strukturierten Gleitfläche oder einer Gleitfläche mit einer definierten Oberflächengeometrie von Gleitlagerschalen |
FEDERAL-MOGUL
WIESBADEN GMBH |
01/26/2012 | WO2012/010334 | PT | ||||||||||||||||||
41568 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/23/2011 | 13/820389 | 05/17/2016 | 9341211 | Granted | 05/23/2031 | laser structured dirt depot in surface seals Laserstrukturierte Schmutzdepots in Gleitoberflächen |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/08/2012 | WO2012/028345 | PT | ||||||||||||||||||
41570 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/16/2010 | 13/518557 | 12/29/2015 | 9222513 | Granted | 12/16/2030 | PTFElayer improvement Verbesserung der Haftung der PTFE-Schicht von Verbundwerkstoffen mit porösen Substratmaterialien durch Vorbehandlung des Substrates mit Fluorthermoplasten |
FEDERAL-MOGUL
WIESBADEN GMBH |
06/30/2011 | WO2011/076662 | PT | ||||||||||||||||||
41635 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/01/2011 | 13/820220 | 07/22/2014 | 8783956 | Granted | 09/01/2031 | dirt capturing bags in bearings Schmutzfangtaschen in Gleitlagern |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/08/2012 | WO2012/028682 | PT | ||||||||||||||||||
41688 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/22/2014 |
PCT/
EP2014/079008 |
Filed | PTFE sliding layer with filler in synergistic composition of barium sulfate and zinc sulfide Verwendung einer synergistischen Zusammensetzung aus Bariumsulfat und Zinksulfid als Füllstoff für PTFE in Gleitschichten |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/22/2015 | Wo2015/097158 | PT | |||||||||||||||||||||
41694 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/10/2010 | 13/703137 | 05/12/2015 | 9027249 | Granted | 06/10/2030 | Sintered bushing material with improved corrosion resistance Bleifreies gesintertes Gleitlagermaerial mit verbesserter Korrosionsbeständigkeit |
FEDERAL-MOGUL
WIESBADEN GMBH |
12/15/2011 | WO2011/154039 | PT | ||||||||||||||||||
41779 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/17/2015 |
PCT/
EP2015/071328 |
Filed | Lead free aluminium, bearing with optimized intermediate layer for highly loaded engines - VM389 LT&I-Project High Strength Al Bearing Bleifreies Aluminium-Gleitlager mit optimierter Zwischenschicht für hochbelastete Motoren - VM 389 LT&I-Projekt Hochfestes Al-lager |
FEDERAL-MOGUL
WIESBADEN GMBH |
04/21/2016 | WO2016/08780 | PT | |||||||||||||||||||||
41784 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/02/2011 | 13820262 | 09/02/2014 | 8821023 | Granted | 09/02/2031 | dirt conduction groove at bearings schmutzleitnuten in Gleitlagern |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/08/2012 | WO2012/028715 | PT | ||||||||||||||||||
41811 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/27/2011 | 13/985814 | 11/24/2015 | 9193017 | Granted | 10/27/2031 | unleaded clad aluminium bearing material with improved fretting resistance Bleifreies plattiertes Aluminiumgleitlagermaterial mit verbesserter Fressbeständigkeit |
FEDERAL-MOGUL
WIESBADEN GMBH |
08/23/2012 | WO2012/110115 | PT | ||||||||||||||||||
41814 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/27/2011 | 13822158 | Filed | graphited tin (iV) sulfid dispersion coating Graphitierte Zinn (IV) Sulfid Zinn Dispersions Gleitschichten |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/15/2012 | WO2012031792 | PT | |||||||||||||||||||||
41815 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/25/2012 | 14/124932 | 07/14/2015 | 9080604 | Granted | 05/25/2032 | bearing with in axial direction profiled surfce geometry of the sliding surface Gleitlagerschale mit in axiler Richtung profilierter Oberflächengeometrie der Gleitfläche |
FEDERAL-MOGUL
WIESBADEN GMBH |
12/13/2012 | WO2012/168096 | PT | ||||||||||||||||||
41957 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/10/2013 | 14651017 | Filed | composite material steel - cu- bronze - aluminium Verbundwerkstoff Stahl - Cu - Bronze - Aluminium |
FEDERAL-MOGUL
WIESBADEN GMBH |
06/19/2014 | WO2014/090764 | PT | |||||||||||||||||||||
42026 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/28/2011 | 14/111629 | 11/15/2016 | 9492868 | Granted | 12/28/2031 | Sintered bushing material with improved corrosion resistance Bleifreies gesintertes Buchsenmaterial mit verbesserter Korrosionsbeständigkeit |
FEDERAL-MOGUL
WIESBADEN GMBH |
10/18/2012 | WO2012/139671 | PT | ||||||||||||||||||
42129 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/06/2013 | 14/647,188 | 04/10/2018 | 9937564 | Granted | 11/06/2033 | Bearings, variable surface µ-pfofile, getting deeper and wider toward edges Lager, unbeständiger oberflächlicher µ-Profile, tiefer und weiter werdend gegenüber Kanten |
FEDERAL-MOGUL
WIESBADEN GMBH |
05/30/2014 | WO2014/079685 | PT | ||||||||||||||||||
42187 | BEARINGS | United States | Regular | Original Filing | National | 10/10/2013 | 14/050501 | 08/18/2015 | 9108275 | Granted | 10/10/2033 | BI-MATERIAL STRIP AND A METHOD OF BONDING STRIPS OF DIFFERENT MATERIALS TOGETHER |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42187 | 1 | BEARINGS | United States | Regular | Division | National | 07/22/2015 | 14/805892 | 12/19/2017 | 9844836 | Granted | 10/10/2033 | BI-MATERIAL STRIP AND A METHOD OF BONDING STRIPS OF DIFFERENT MATERIALS TOGETHER |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42197 | BEARINGS | United States | Regular | Original Filing | National | 11/29/2012 | 14/363477 | Filed | Lead free sintered matrix material as a basis for the production of GLYCODUR Bleifreies gesintertes Matrixmaterial als Basis für die Glycodurherstellung |
FEDERAL-MOGUL
WIESBADEN GMBH |
06/13/2013 | WO2013/083471A1 | PT | |||||||||||||||||||||
42198 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/17/2012 | 14/36947 | 04/04/2017 | 9611889 | Granted | 08/17/2032 | increase of fatigue strength by bi-aluminium-bearings by objective intiate destinctive pressure tension in the layer of bearings surface Erhöhung der Ermüdungsfestigkeit von Zweistoff-Aluminium -lLgerschalen durch gezieltes Einbringen von Druckeigenspannungen in die Gleitschichtoberfläche |
FEDERAL-MOGUL
WIESBADEN GMBH |
06/13/2013 | WO2013/083302A1 | PT | ||||||||||||||||||
42211 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/22/2014 | 15106917 | Filed | conditions of BASO4 and ZnS at paints for bearings Verwendung von BASO4 und ZnS in Lacken für Gleitelemente |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/22/2015 | WO2015/097159 | PT | |||||||||||||||||||||
42255 | BEARINGS | United States | Regular | Original Filing | National | 11/20/2013 | 14/085181 | 06/14/2016 | 9366290 | Granted | 02/29/2020 | HIGH STRENGTH LOW FRICTION ENGINEERED MATERIAL FOR BEARINGS AND OTHER APPLICATIONS |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42255 | 1 | BEARINGS | United States | Regular | Division | National | 05/12/2016 | 15/153541 | Filed | HIGH STRENGTH LOW FRICTION ENGINEERED MATERIAL FOR BEARINGS AND OTHER APPLICATIONS |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
42323 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/31/2012 | 14/404,857 | 03/08/2016 | 9279454 | Granted | 05/31/2032 | Convex shape bearings with straight coated polymer layer |
FEDERAL-MOGUL
WIESBADEN GMBH |
12/05/2013 | WO2013/178266A1 | PT | ||||||||||||||||||
42415 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/06/2014 | 14896502 | Filed |
FEDERAL-MOGUL
WIESBADEN GMBH |
12/11/2014 | WO2014/195458 | PT | ||||||||||||||||||||||
42437 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/02/2015 | 14651017 | 01/16/2018 | 9869349 | Granted | 03/02/2035 | Stretch metal bushing with trapezoidal form of clinch |
FEDERAL-MOGUL
WIESBADEN GMBH |
09/11/2015 | WO2015/132188 | PT | ||||||||||||||||||
50023 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/08/2014 | 14890002 | Filed | Copper based lead-free sintered bushing material with improved corrosion resistance, fatigue strength and sliding properties Kupferbasiertes bleifreies gesintertes Buchsenmaterial mit verbesserter Korrosionsbeständigkeit, Ermüdungsfestigkeit und Gleitfähigkeit |
FEDERAL-MOGUL
WIESBADEN GMBH |
12/31/2014 | WO2014/180951A3 | PT | |||||||||||||||||||||
50109 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/22/2014 | 15107972 | 05/15/2018 | 9970483 | Granted | 12/22/2034 | Self-lubricating thermoplastic coatings with PTFE alloy with bimodal molecular weight Selbstschmierende thermoplastische Schichten mit Zusatz von PTFE mit bimodalem Molekulargewicht |
FEDERAL-MOGUL
WIESBADEN GMBH |
07/22/2015 | WO2015/097160 | PT | ||||||||||||||||||
50173 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/16/2015 |
PCT/
EP2015/058235 |
Filed | unleaded plain baring material based on CU Fe2P Bleifreier Gleitlagerwerkstoff auf Basis von CuFe2P unter Zugabe eines spanbrechend wirkenden Metalls |
FEDERAL-MOGUL
WIESBADEN GMBH |
10/22/2015 | WO2015/158807 | PT | |||||||||||||||||||||
50296 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/27/2015 | 15508239 | Filed | unleaded bearing material based on CuCrZr coating Bleifreier Gleitlagerwerkstoff auf der Basis einer CuCrZr Legierung |
FEDERAL-MOGUL
WIESBADEN GMBH |
03/10/2016 | WO2016/034484 | PT | |||||||||||||||||||||
50351 | BEARINGS | United States | Regular | Original Filing | National | 05/13/2015 | 14/710918 | Filed | APPLYING POLYMER COATING TO CONNECTING ROD SURFACES FOR REDUCED WEAR |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50451 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/06/2016 | 15/744,406 | Filed | substrat material for bearings Substratwerkstoff als Gleitelement, bestehnd aus einer faser- und/oder partikelverstärkten bleifreien Aluminiumlegierung |
FEDERAL-MOGUL
WIESBADEN GMBH |
01/19/2017 | WO2017/009132A1 | PT | |||||||||||||||||||||
50461 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/18/2016 | 102016208482.8 | Filed | Method and process of maufacture composite material by cooper based alloy at steel and bearings with heat-set Verfahren und Prozess zur Herstellung eines Verbundwerkstoffes mit einer warmgehärteten Kupferbasislegierung auf Stahl und hieraus hergestellten Gleitelementen |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/23/2017 | 102016208482.8 | PT | |||||||||||||||||||||
50558 | BEARINGS | United States | Regular | Original Filing | National | 03/21/2018 | 15/927461 | Filed | BEARING AND METHOD OF MANUFACTURING PERMITTING HIGH TEMPERATURE HEAT TREATMENT |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50588 | BEARINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/11/2017 |
PCT/
EP2017/061306 |
Filed | Method and process for manufacturing composite material with hot hardened cooper based alloy on steel and sliding element according to this process Verfahren und Prozess zur Herstellung eines Verbundwerkstoffes mit einer warmgehärteten Kupferbasislegierung auf Stahl und hieraus hergestellten Gleitelementen |
FEDERAL-MOGUL
WIESBADEN GMBH |
11/23/2017 | WO2017/198533 | PT | |||||||||||||||||||||
00200-CH | 1 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 05/05/2000 | 09/566288 | 07/02/2002 | 6413003 | Granted | 05/05/2020 | COMPLIANT PIVOT SOCKET FOR AUTOMOTIVE STEERING (FULL BALL) |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | |||||||||||||||||||
00200-CH | 4 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Continuation-In-Part | National | 05/15/2002 | 10/145683 | 01/13/2004 | 6676325 | Granted | 05/05/2020 | COMPLIANT PIVOT SOCKET FOR AUTOMOTIVE STEERING (FULL BALL) |
FEDERAL-MOGUL
WORLD WIDE LLC |
09/12/2002 | US2002-0127048 | MP | |||||||||||||||||
00200-CH | 2 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Division | National | 09/18/2001 | 09/955001 | 08/27/2002 | 6439794 | Granted | 05/05/2020 | COMPLIANT PIVOT SOCKET FOR AUTOMOTIVE STEERING (PART SPHERICAL W/ PIN EXTENSIONS) |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | |||||||||||||||||||
00200-CH | 3 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Division | National | 09/18/2001 | 09/954743 | 09/24/2002 | 6454484 | Granted | 05/05/2020 | COMPLIANT PIVOT SOCKET FOR AUTOMOTIVE STEERING (FLUTED COIL W/ HEMISPHERE) |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | |||||||||||||||||||
25156-1 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 10/07/1998 | 09/167917 | 03/20/2001 | 6202280 | Granted | 10/07/2018 | COVER-PLATE EXPANSION ASSEMBLY METHOD |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
25156-2 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 10/20/1998 | 09/175915 | 10/03/2000 | 6125541 | Granted | 10/20/2018 | DEVICE AND METHOD FOR CLOSING A MOVEABLE SOCKET& ESTABLISHING A PREDETERMINED WEAR INDICATOR DISTANCE |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
30077 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 12/20/2000 | 09/742863 | 08/27/2002 | 6439795 | Granted | 12/20/2020 | BALL JOINT COVER MEANS |
FEDERAL-MOGUL
WORLD WIDE LLC |
06/20/2002 | 2002/0076267 | MP | ||||||||||||||||||
30178 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 03/15/2001 | 09/681305 | 03/18/2003 | 6532665 | Granted | 03/15/2021 | METHOD FOR EXPANDING A COVER PLATE |
FEDERAL-MOGUL
LLC |
09/19/2002 | 2002 0129482A1 | MP | ||||||||||||||||||
30232 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 09/06/2001 | 09/948005 | 09/16/2003 | 6619873 | Granted | 09/06/2021 | DEVICE AND METHOD FOR CLOSING MOVABLE SOCKET ASSEMBLIES BY EXPANDING SOLID COVER PLATES |
FEDERAL-MOGUL
WORLD WIDE LLC |
03/06/2003 | 2003-0044224A1 | MP | ||||||||||||||||||
30334 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 10/18/2002 | 10/273958 | 06/10/2003 | 6575030 | Granted | 10/18/2022 | BRAKE ROTOR MILL BALANCE CLAMPING APPARATUS |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
30351 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 01/16/2004 | 10/760053 | 05/02/2006 | 7037199 | Granted | 01/16/2024 | UNIVERSAL JOINT WASHER BAFFLE |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
30351 | 2 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Division | National | 01/02/2006 | 11/366131 | 02/20/2007 | 7179172 | Granted | 01/16/2024 | UNIVERSAL JOINT |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | |||||||||||||||||||
30482 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 02/18/2003 | 10/369153 | 04/05/2005 | 6874380 | Granted | 02/18/2023 | SLIDE ADJUSTMENT SYSTEM FOR BRAKE ROTOR TESTING GAUGE |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
30684 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 03/30/2004 | 10/813242 | 11/01/2011 | 8047739 | Granted | 04/03/2024 | METAL SPLIT BEARING COMPRESSION LOAD BALL JOINT |
FEDERAL-MOGUL
WORLD WIDE LLC |
2005/0220531 | MP | |||||||||||||||||||
30711 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 03/16/2004 | 10/802641 | 03/18/2008 | 7344311 | Granted | 09/20/2024 | SUSPENSION JOINT BEARING |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
40029 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 12/21/2004 | 11/018765 | 07/25/2006 | 7080539 | Granted | 12/21/2024 | FORGED KNURLED SOCKET HOUSING AND METHOD OF MANUFACTURE |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
40029 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Division | National | 06/07/2006 | 11/422746 | 09/28/2010 | 7802940 | Granted | 12/21/2024 | FORGED KNURLED SOCKET HOUSING |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
40376 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 08/25/2006 | 11/510327 | 03/02/2010 | 7670078 | Granted | 08/25/2026 | DUST BOOT WITH GREASE PASSAGE RIBS |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
40377 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 08/25/2006 | 11/510326 | 04/27/2010 | 7704007 | Granted | 11/26/2026 | DUST BOOT WITH GREASE CHANNEL |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP | ||||||||||||||||||||
40379 |
CHASSIS & BRAKE
HARD PARTS |
United States | Regular | Original Filing | National | 08/18/2005 | 11/206889 | 03/11/2014 | 8668058 | Granted | 07/09/2028 | VENTED BRAKE ROTOR |
FEDERAL-MOGUL
WORLD WIDE LLC |
MP |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
40468 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 09/19/2006 | 11/533186 | 07/02/2008 | 7393152 | Granted | 09/19/2026 |
CONE ADAPTOR FOR
BALL JOINT STUDS, TIE RODS, SWAY BAR LINKS AND THE LIKE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40468 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Division | National | 06/13/2008 | 12/139177 | 11/23/2010 | 7837407 | Granted | 09/19/2026 |
CONE ADAPTOR FOR
BALL JOINT STUDS, TIE RODS, SWAY BAR LINKS AND THE LIKE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40514 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 01/17/2006 | 11/332886 | 01/12/2010 | 7644500 | Granted | 12/07/2026 |
METHOD OF SETTING
THE PRE-LOAD FOR A BALL SOCKET JOINT |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40840 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Division | National | 10/21/2016 | 15/331254 | Filed | 05/21/2028 |
BALL JOINT ASSEMBLY
AND METHOD OF MAKING |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||
40840 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 05/21/2008 | 12/124215 | 10/25/2016 | 9476447 | Granted | 03/25/2031 |
BALL JOINT ASSEMBLY
AND METHOD OF MAKING |
FEDERAL-
MOGUL POWERTRAIN LLC |
MP | ||||||||||||||||||||
41077 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/06/2009 | 12/399460 | 06/10/2014 | 8747012 | Granted | 03/06/2029 |
TIE ROD END WITH
FRICTION REDUCING COATING |
FEDERAL-
MOGUL LLC |
2009/0226244 | MP | |||||||||||||||||||
41081 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 02/17/2009 | 12/372038 | 10/13/2009 | 7600940 | Granted | 02/17/2029 |
BALLJOINT WITH
SPACER CUP |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
41245 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 02/13/2009 | 12/371051 | 01/01/2013 | 8342769 | Granted | 11/08/2029 |
COMPLIANT PIVOT
SOCKET FOR AUTOMOTIVE STEERING |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
41566 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/03/2009 | 12/630357 | 09/20/2016 | 9446644 | Granted | 04/05/2033 |
CONCENTRIC KNURL
BALL JOINT |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
41566-1 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Continuation-In-Part | National | 08/17/2016 | 15/238923 | Filed |
CONCENTRIC KNURL
BALL JOINT |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||||
41650 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 09/25/2013 | 14/036119 | 04/19/2016 | 9316250 | Granted | 09/25/2033 |
BALL JOINT WITH
IMPROVED UPPER BEARING AND METHOD OF CONSTRUCTION THEREOF [CARBON FIBER REINFORCED THERMOPLASTIC BEARINGS FOR AUTOMOTIVE STEERING] |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
42131 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/14/2013 | 13/804571 | 01/06/2015 | 8925944 | Granted | 03/14/2033 |
CONTROL ARM WITH
SOCKET [HEIM JOINT BUSHING] |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
50084 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 07/23/2014 | 14/339282 | Filed |
DUST BOOT FOR A
MOVEABLE JOINT |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | |||||||||||||||||||||||
50139 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/23/2014 | 14/581130 | 09/19/2017 | 9765811 | Granted | 07/24/2035 |
PIVOTAL SOCKET FOR
AUTOMOTIVE STEERING AND METHOD OF FABRICATION |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50139 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Division | National | 09/18/2017 | 15/706912 | Filed |
PIVOTAL SOCKET FOR
AUTOMOTIVE STEERING AND METHOD OF FABRICATION |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50142 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/04/2015 | 14/637707 | 03/27/2018 | 9925838 | Granted | 04/04/2036 |
BALL JOINT ASSEMBLY
FOR A CONTROL ARM BUSHING ASSEMBLY |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50152 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/19/2014 | 14/576472 | 01/05/2016 | 9227661 | Granted | 12/19/2034 |
LENGTH ADJUSTER
AND CLAMPING MECHANISM FOR A STEERING MECHANISM use award December 2016. |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50185 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/23/2014 | 14/580572 | 05/03/2016 | 9327570 | Granted | 12/23/2034 |
BALL JOINT ASSEMBLY
FOR A CONTROL ARM [BUSHING ASSEMBLY] |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50230 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/03/2014 | 14/559233 | 03/22/2016 | 9291195 | Granted | 12/03/2034 |
BALL JOINT ASSEMBLY
[COMPRESSION LOADED BALL TYPE SOCKET BEARING & CLOSURE METHOD] |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50245 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/22/2001 | 09/887851 | 01/14/2003 | 6505990 | Granted | 06/22/2021 |
BEARING SOCKET
LINER FOR BALL JOINT |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50248 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 04/05/2001 | 09/828063 | 04/22/2003 | 6550120 | Granted | 04/05/2021 |
THREADED
CONVERSION KIT FOR REPLACEMENT BALL JOINTS |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50253 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/22/1999 | 09/470349 | 10/09/2001 | 6298570 | Granted | 12/22/2019 |
GAGE ASSEMBLY AND
METHOD |
Federal-Mogul
Chassis LLC |
MP | |||||||||||||||||||
50253 |
2 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/27/1999 | 09/473260 | 08/07/2001 | 6269545 | Granted | 12/27/2019 |
GAGE ASSEMBLY AND
METHOD |
Federal-Mogul
Chassis LLC |
MP | |||||||||||||||||||
50259 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/07/2004 | 11/006269 | 06/24/2008 | 7390126 | Granted | 07/22/2025 |
ZERO RADIAL PLAY
IDLER ARM BRACKET BEARING |
Federal-Mogul
Chassis LLC |
MP | |||||||||||||||||||
50259 |
2 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/18/2008 | 12/141590 | 07/08/2014 | 8770846 | Granted | 09/16/2028 |
ZERO RADIAL PLAY
IDLER ARM BRACKET BEARING |
Federal-Mogul
Chassis LLC |
MP | |||||||||||||||||||
50260 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 05/26/2000 | 09/579647 | 04/16/2002 | 6371682 | Granted | 05/26/2020 |
ANCHOR POST
NON-ARTICULATING IDLER SOCKET JOINT |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50264 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 01/30/2001 | 09/771683 | 10/08/2002 | 6461267 | Granted | 01/30/2021 |
ELECTRONICALLY
CONTROLLED AXLE ASSEMBLY |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50265 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/05/2001 | 09/874951 | 11/11/2003 | 6644671 | Granted | 07/31/2021 |
HIGH ARTICULATION
DUST BOOT FOR BALL JOINT |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50267 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/22/1999 | 09/469801 | 03/25/2003 | 6536779 | Granted | 12/22/2019 | SLEEVE DUST COVER |
Federal-Mogul
Chassis LLC |
MP | ||||||||||||||||||||
50380 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 05/21/2015 | 14/718715 | 10/17/2017 | 9790983 | Granted | 11/12/2035 |
MOVABLE JOINT
ASSEMBLY [Grease Boot With Inner Lip Seal at Press on Retainer] |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50380 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Division | National | 10/16/2017 | 15/784749 | Filed |
MOVABLE JOINT
ASSEMBLY [Grease Boot With Inner Lip Seal at Press on Retainer] |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||||
50509 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/01/2016 | 15/057703 | 12/19/2017 | 9845823 | Granted | 03/01/2036 |
RESTRICTED SWING
ANGLE BEARING PACKAGE |
Federal-Mogul
Motorparts Corporation |
MP | ||||||||||||||||||||
50546 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/15/2016 | 15/070363 | Filed |
BALL JOINT ASSEMBLY
WITH FLOATING LOWER BEARING AND RADIAL RING BEARING SUPPORT |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50547 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 07/13/2016 | 15/209100 | Filed | BALL JOINT ASSEMBLY |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50548 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/29/2016 | 15/197168 | 07/10/2018 | 100177026 | Granted | 06/29/2036 |
SWAY BAR LINKAGE
WITH BUSHING |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||
50548 |
1 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Continuation-In-Part | National | 07/06/2018 | 16/028997 | Filed |
SWAY BAR LINKAGE
WITH BUSHING |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50568 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/10/2016 | 15/178779 | Filed |
SOCKET ASSEMBLY
AND METHOD OF MAKING A SOCKET ASSEMBLY |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50569 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/22/2016 | 15/077444 | Filed |
FLANGE FORMING
DUST BOOT DESIGN WITH HIGH FLOW GREASE RELIEF PASSAGES AND REDUNDANT SEALING FEATURES |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50584 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 09/13/2016 | 15/263982 | Filed |
A SOCKET ASSEMBLY
WITH AN IMPROVED BOOT |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50665 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/01/2016 | 15/170600 | Filed |
SOCKET ASSEMBLY
AND METHOD OF MAKING A SOCKET ASSEMBLY |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50730 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 12/22/2016 | 15/388135 | 06/19/2018 | 10001163 | Granted | 12/22/2036 |
BALL JOINT WITH
IMPROVED UPPER BEARING AND METHOD OF CONSTRUCTIONS (ACETAL) |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||
50731 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 04/17/2017 | US15/489422 | Filed |
BALL JOINT WITH
IMPROVED UPPER BEARING FOR MOTORSPORT APPLICATIONS |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50760 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/21/2017 | US15/629209 | Filed |
ALTERNATIN STEP
ENSERT FOR DUST BOOTS |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50771 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/01/2017 | 15/446105 | Filed | BEARING OVERMOLD |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50778 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/10/2017 | 15/455302 | Filed |
Ball joint with self centering
stud |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50779 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/14/2017 | 15/458164 | Filed |
Rotary shaft seal with
unidirectional sealing feature for use in automotive steering and suspension components. |
Federal-Mogul
Motorparts Corporation |
MP | |||||||||||||||||||||||
50780 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 08/09/2017 | 15/673127 | Filed |
SERRATED SEAL DUST
RETAINER |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50785 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/22/2017 | US15/629844 | Filed |
DUST BOOT BEARING
FOR SICKLE BAR |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50786 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 06/22/2017 | US15/629875 | Filed |
BUSHING WITH
CONTROLLED ELASTIC ABSORPTION OF RADIAL STRESS |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50802 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 07/25/2018 | 62703069 | Filed | 07/25/2019 |
ALIGNMENT SAFETY
JACK STAND |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50813 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 07/13/2017 | 15/649042 | Filed | WAVE DUST BOOT |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50814 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 07/13/2017 | 15/649069 | Filed | GUSSET DUST BOOT |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50890 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/06/2018 | 15/912715 | Filed |
PLASTIC BEARING
WITH METAL RETAINER FOR REDIAL CLEARANCE SOCKET DESIGNS |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50891 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/06/2018 | 15/912777 | Filed |
OVERMOLDED PLASTIC
BEARING WITH METAL INSERT FO RADIAL CLEARANCE SOCKET DESIGNS |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50903 |
CHASSIS &
BRAKE HARD PARTS |
United States | Regular | Original Filing | National | 03/23/2018 | 15/933684 | Filed |
Ball Joint with Low Friction
Thrust Bearing |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50906 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 11/29/2017 | 62/592297 | Filed | 11/29/2018 |
POWDERED METAL
MATRIX COMPOSITE |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50924 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 10/27/2017 | 62/577900 | Filed | 10/27/2018 |
CONTROL ARM
BUSHING WITH INTEGRATED BEARING |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50925 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 10/27/2017 | 62/578103 | Filed | 10/27/2018 |
CARBON FIBER
BEARING AND INDUCTION HEAT TREATED BALL STUD SYSTEM |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50945 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 03/16/2018 | 62/643954 | Filed | 03/16/2019 |
BALL JOINT WITH ONE
TRANSLATIONAL DEGREE OF FREEDOM |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50966 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 07/18/2018 | 62699847 | Filed | 07/18/2019 |
SPRING STEEL SPLIT
PRELOAD BEARING |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50986 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 05/11/2018 | 62/670035 | Filed | 05/11/2019 |
Tri-Bearing
Solid Axle
compression Loaded Ball Joint |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
51022 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 07/17/2018 | 62699122 | Filed | 07/17/2019 |
FIBER REINFORCED
ACETAL BALL SOCKET FOR ENHANCED DURABILITY AND MANUFACTURABILITY |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
51036 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 05/18/2018 | 62673616 | Filed | 05/18/2019 |
LOW PROFILEHIGH
STRENGTH RETENTION DEVICE FOR BALL JOINT SOCKETS |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
51037 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 07/13/2018 | 62697467 | Filed | 07/13/2019 |
THREADED INSERT AND
DOME COVER PLATE ASSEMBLY |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
51041 |
CHASSIS &
BRAKE HARD PARTS |
United States |
Provisional
Filing |
Original Filing | National | 08/02/2018 | 62/13588 | Filed | 08/02/2019 |
BELLEVILLE SPRING
WASHER WTH FRICTION REDUCTION COATING |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
40046 |
CORPORATE
GENERAL |
United States | Regular | Original Filing | National | 12/05/2005 | 11/293943 | 04/28/2009 | 7525222 | Granted | 12/24/2026 |
SENSOR ASSEMBLY
AND SENSING SYSTEM FOR SENSING HUMAN TISSUE IN A PROTECTED AREA OF A MACHINE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
50978 |
CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/03/2009 | 13/063451 | 09/24/2013 | 8541914 | Granted | 09/03/2029 |
LIQUID COOLED
ELECTRICAL MACHINE |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
PT | ||||||||||||||||||||
50978 |
1 | CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/19/2013 | 13/921978 | 08/25/2015 | 9118228 | Granted | 06/19/2033 |
LIQUID COOLED
ELECTRICAL MACHINE |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
PT | |||||||||||||||||||
50978 |
2 | CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/19/2013 | 13/922041 | 01/21/2014 | 8633624 | Granted | 06/19/2033 |
LIQUID COOLED
ELECTRICAL MACHINE |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
PT | |||||||||||||||||||
50979 |
CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/16/2009 | 13/063457 | 01/31/2017 | 9559570 | Granted | 09/16/2029 | ELECTRICAL MACHINE |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
PT | ||||||||||||||||||||
50981 |
CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/18/2013 | 14/431704 | Filed |
POSITION SENSING
SYSTEM |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
20150311771 | PT | ||||||||||||||||||||||
50982 |
CPT | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/23/2014 | 14/784755 | 08/15/2017 | 9732681 | Granted | 04/23/2034 |
GENERATION OF
ELECTRICITY FROM EXHAUST GAS |
FEDERAL-
MOGUL CONTROLLED POWER LIMITED |
PT | ||||||||||||||||||||
00375 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 03/07/2000 | 09/520111 | 03/19/2002 | 6357400 | Granted | 03/07/2020 | PISTON SLEEVE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
00376 |
1 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 10/16/2000 | 09/688676 | 05/11/2004 | 6732698 | Granted | 02/28/2022 |
AUSTEMPERED GRAY
IRON CYLINDER LINER AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
02655 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 04/10/2001 | 09829610 | 03/12/2002 | 6354259 | Granted | 04/10/2021 | ZYLINDERLAUFBUCHSE |
FEDERAL-
MOGUL FRIEDBERG GMBH |
PT | ||||||||||||||||||||
30096 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 09/18/2001 | 09/954810 | 07/08/2003 | 6588408 | Granted | 09/18/2021 |
CYLINDER LINER FOR
DIESEL ENGINES WITH EGR AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
03/20/2003 |
US2003-
0051713 |
PT | ||||||||||||||||||
30194 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 09/18/2001 | 09/954903 | 01/21/2003 | 6508240 | Granted | 09/18/2021 |
CYLINDER LINER
HAVING EGR COATING |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30419 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 10/10/2002 | 10/268820 | 04/20/2004 | 6722320 | Granted | 10/10/2022 | CYLINDER LINER |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30510 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 03/14/2005 | 11/079032 | 06/01/2010 | 7726273 | Granted | 05/04/2025 |
HIGH STRENGTH STEEL
CYLINER LINER FOR DIESEL ENGINE APPLICATIONS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40255 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 09/13/2005 | 11/225523 | 12/12/2006 | 7146939 | Granted | 09/13/2025 |
ANTICAVITATION
DIESEL CYLINDER LINER STRUCTURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40667 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 04/03/2007 | 11/695638 | 10/21/2008 | 7438038 | Granted | 04/03/2027 |
CYLINDER LINER AND
METHODS CONSTRUCTION THEREOF AND IMPROVING ENGINE PERFORMANCE THEREWITH |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40886 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 06/22/2007 | 11/766898 | 11/17/2009 | 7617805 | Granted | 07/24/2027 |
CYLINDER LINER AND
METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
41894 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 06/06/2011 | 13/153897 | 10/27/2015 | 9170210 | Granted | 06/06/2031 |
TECHNIQUE FOR
CYLINDRICAL PART INNER SURFACE INSPECTION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42020 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 09/07/2012 | 13/606286 | Filed |
CYLINDER LINER WITH
A THERMAL BARRIER COATING [THERMALLY APPLIED TBC COATING TO INSULATE LINER OD] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42041 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 06/11/2012 | 13/493215 | 12/30/2014 | 8919318 | Granted | 06/28/2033 |
GERMANIUM
CONTAINING COATING FOR INNER SURFACES OF CYLINDER LINERS [GERMANIUM-DOPED DCL COATING OF ID CYLINDER LINER] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42370 |
CYLINDER
LINERS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/29/2013 | 14/419,30 | 07/10/2018 | 10017845 | Granted | 04/29/2033 |
cylinder surface for internal
combustion engine Zylinderoberfläche für Verbrennungsmotoren |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/06/2014 | WO2014/019723 | PT | ||||||||||||||||||
42394 |
CYLINDER
LINERS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/15/2013 | 14428867 | 06/26/2018 | 10006399 | Granted | 07/15/2033 |
Multilayer Cylinder Liner
with graded peripheral zone Mehrlagige Zylinderlaufbuchse mit gradierter Randzone |
FEDERAL-
MOGUL BURSCHEID GMBH |
03/20/2014 | WO2014/040775 | PT | ||||||||||||||||||
42405 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 03/13/2013 | 13/801736 | 09/19/2017 | 9765726 | Granted | 07/06/2035 |
CYLINDER LINERS
WITH ADHESIVE METALLIC LAYERS AND METHODS OF FORMING THE CYLINDER LINERS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50053 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 07/16/2014 | 14/332586 | 04/19/2016 | 9316173 | Granted | 07/16/2034 |
CYLINDER LINER WITH
BONDING LAYER |
FEDERAL-
MOGUL LLC |
01/22/2015 | 2015/0020757 | PT | ||||||||||||||||||
50053 |
1 |
CYLINDER
LINERS |
United States | Regular | Continuation | National | 10/26/2015 | 14/922657 | Filed |
CYLINDER LINER WITH
BONDING LAYER |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50225 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 03/18/2015 | 14/661520 | 10/31/2017 | 9803583 | Granted | 11/10/2035 |
DOUBLE WALL SELF-
CONTAINED LINER |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50541 |
CYLINDER
LINERS |
United States | Regular | Original Filing | National | 03/15/2016 | 15/071114 | 01/23/2018 | 9873928 | Granted | 03/15/2036 |
HIGH STRENGTH CAST
IRON FOR CYLINDER LINERS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
02626 |
FACE SEALS | United States | Regular | Original Filing | National | 11/20/2000 | 09715006 | 12/17/2002 | 6494459 | Granted | 11/20/2020 | GLEITRINGDICHTUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT |
Docket # |
File # |
Client
Division |
Country | Case Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
02708 |
FACE
SEALS |
United
States |
Regular | Original Filing | National | 01/23/2002 | 10/052443 | 12/20/2005 | 6976681 | Granted | 01/23/2022 |
LAUFWERKDICHTUNG
WINKELFOERMIG MIT VERDREH- UND AUSRUECKSICHERUNG |
FEDERAL-
MOGUL FRIEDBERG GMBH |
08/08/2003 | 0105147 | PT | ||||||||||||||||||
40327(MW2941) |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/08/2006 | 11/817752 | 11/27/2012 | 8317942 | Granted | 02/08/2026 |
Werkstoff für
verschleißfesteren und korrosionsbeständigeren Laufwerksdichtungen zu höheren Umfangsgeschwindigkeiten (> 5m/s) LEDEBURITE CAST IRON WITH A HIGH CARBIDE CONTENT AND AN EVENLY DISTRIBUTED GRAPHITE EMBODIMENT |
FEDERAL-
MOGUL FRIEDBERG GMBH |
09/14/2006 | WO2006/094591 | PT | ||||||||||||||||||
41604 |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
12/02/2010 | 13/516323 | 12/19/2017 | 9845887 | Granted | 12/02/2030 |
High-load face-seal -
Hochbelastbare Laufwerkdichtung |
FEDERAL-
MOGUL BURSCHEID GMBH |
06/23/2011 | WO2011/072640 | PT | ||||||||||||||||||
41903 |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
01/20/2012 | 14/000304 | 04/05/2016 | 9302378 | Granted | 01/20/2032 |
asssembly instruction Dino
seals Montagewerkzeug für große Laufwerksdichtungen > 500 mm |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/05/2013 | 2013/0328760A1 | PT | ||||||||||||||||||
41925 |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/29/2012 | 14/003982 | 08/02/2016 | 9404583 | Granted | 02/29/2032 |
notch for face-seals
Verdrehsicherungsdesign für Laufwerksdichtungen |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/26/2013 | US2013/0341871 | PT | ||||||||||||||||||
41926 |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
01/20/2012 | 13/984989 | 02/21/2017 | 9574665 | Granted | 01/20/2032 |
elastomeric design for high
external pressure of face seals Elastomerdesign für hohe Außendrücke bei Laufwerksdichtungen |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/05/2013 | 2013/0320628A1 | PT | ||||||||||||||||||
50107 |
FACE
SEALS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/03/2014 | 15026037 | Filed |
Face seals with molten
functional group Laufwerksichtung mit umgeschmolzenen Funktionsbereichen |
FEDERAL-
MOGUL FRIEDBERG GMBH |
04/02/2015 | WO2015/043782 | PT | |||||||||||||||||||||
00200-FR |
2 | FRICTION |
United
States |
Regular | Division | National | 08/07/2000 | 09/633432 | 02/12/2002 | 6345427 | Granted | 07/30/2019 |
APPARATUS AND
METHOD FOR RE-SHAPING BRAKE CORES |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40575 |
FRICTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
11/15/2006 | 12/094829 | 07/10/2012 | 8215461 | Granted | 11/15/2026 |
BACKPLATE FOR DISC
BRAKE PADS |
FEDERAL-
MOGUL FRICTION PRODUCTS LIMITED |
05/31/2008 | WO2007/060391 | MP | ||||||||||||||||||
40575 |
FRICTION |
United
States |
Regular | Continuation |
Patent
Cooperation Treaty |
05/02/2012 | 13/462441 | Filed |
BACKPLATE FOR DISC
BRAKE PADS |
FEDERAL-
MOGUL FRICTION PRODUCTS LIMITED |
MP | |||||||||||||||||||||||
40809 |
5 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282913 | 03/20/2009 |
D588969
S |
Granted | 03/20/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
3 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282909 | 03/24/2009 |
D589419
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
4 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282911 | 03/24/2009 |
D588968
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
9 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282918 | 03/24/2009 |
D588970
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
10 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282920 | 03/24/2009 |
D588971
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
11 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282921 | 03/24/2009 |
D588972
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
12 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282922 | 03/24/2009 |
D588973
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
13 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282924 | 03/24/2009 |
D588974
S |
Granted | 03/24/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
8 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282917 | 04/14/2009 |
D590310
S |
Granted | 04/14/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
6 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282914 | 07/14/2009 |
D596092
S |
Granted | 07/14/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
7 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282915 | 07/14/2009 |
D596093
S |
Granted | 07/14/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
2 | FRICTION |
United
States |
Design | Original Filing | National | 08/01/2007 | 29/282904 | 07/21/2009 |
D596544
S |
Granted | 07/21/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809 |
1 | FRICTION |
United
States |
Regular | Original Filing | National | 08/01/2008 | 12/184455 | 04/10/2012 | 8151433 | Granted | 12/25/2030 |
METHOD OF MAKING
DISC BRAKE PADS |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | |||||||||||||||||||
40809 |
FRICTION |
United
States |
Regular | Original Filing | National | 08/01/2008 | 12/184606 | 08/13/2013 | 8505698 | Granted | 01/27/2031 | BRAKE PAD |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
40809 |
2 | FRICTION |
United
States |
Regular | Division | National | 03/15/2012 | 13/421218 | 03/15/2014 | 8689421 | Granted | 07/26/2032 |
UNIQUE DISC PAD
SHAPE (CENTER NOTCH AND/OR V-CHAMFER) DESIGN FOR REDUCING BRAKE NOISE |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | |||||||||||||||||||
40809a |
8 | FRICTION |
United
States |
Design | Division | National | 02/16/2009 | 29/332368 | 08/11/2009 |
D597905
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
13 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332352 | 08/11/2009 |
D597902
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
12 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332349 | 08/11/2009 |
D597901
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
10 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332359 | 08/11/2009 |
D597903
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
9 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332361 | 08/11/2009 | D597904 | Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
6 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332369 | 08/11/2009 |
D597906
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
2 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332370 | 08/11/2009 |
D597907
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
4 | FRICTION |
United
States |
Design | Division | National | 02/12/2009 | 29/332273 | 08/11/2009 |
D597900
S |
Granted | 08/11/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
3 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332365 | 08/18/2009 |
D598343
S |
Granted | 08/18/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
5 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332367 | 08/18/2009 |
D598344
S |
Granted | 08/18/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
11 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332354 | 08/18/2009 |
D598342
S |
Granted | 08/18/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809a |
7 | FRICTION |
United
States |
Design | Division | National | 02/13/2009 | 29/332363 | 09/08/2009 |
D599723
S |
Granted | 09/08/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
5 | FRICTION |
United
States |
Design | Division | National | 04/29/2009 | 29/336118 | 10/27/2009 | D602824 | Granted | 10/27/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
4 | FRICTION |
United
States |
Design | Division | National | 04/29/2009 | 29/336142 | 10/27/2009 | D602825 | Granted | 10/27/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
13 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336248 | 10/27/2009 | D602827 | Granted | 10/27/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
2 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336246 | 10/27/2009 | D602826 | Granted | 10/27/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
11 | FRICTION |
United
States |
Design | Division | National | 04/29/2009 | 29/336147 | 11/10/2009 | D603768 | Granted | 11/10/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
7 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336264 | 11/10/2009 | D603771 | Granted | 11/10/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
8 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336252 | 11/10/2009 | D603769 | Granted | 11/10/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
10 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336253 | 11/10/2009 | D603770 | Granted | 11/10/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
6 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336271 | 11/17/2009 | D604215 | Granted | 11/17/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
9 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336247 | 11/17/2009 | D604213 | Granted | 11/17/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
12 | FRICTION |
United
States |
Design | Division | National | 04/30/2009 | 29/336256 | 11/17/2009 | D604214 | Granted | 11/17/2023 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809b |
3 | FRICTION |
United
States |
Design | Division | National | 04/29/2009 | 29/336172 | 01/26/2010 | D608704 | Granted | 01/26/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
13 | FRICTION |
United
States |
Design | Division | National | 07/31/2009 | 29/341136 | 01/26/2010 | D608707 | Granted | 01/26/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
11 | FRICTION |
United
States |
Design | Division | National | 08/06/2009 | 29/341489 | 01/26/2010 | D608708 | Granted | 01/26/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
4 | FRICTION |
United
States |
Design | Division | National | 06/30/2009 | 29/339403 | 01/26/2010 | D608705 | Granted | 01/26/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
2 | FRICTION |
United
States |
Design | Division | National | 07/31/2009 | 29/341142 | 02/23/2010 | D610508 | Granted | 02/23/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
10 | FRICTION |
United
States |
Design | Division | National | 08/06/2009 | 29/341483 | 02/23/2010 | D610509 | Granted | 02/23/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
7 | FRICTION |
United
States |
Design | Division | National | 08/06/2009 | 29/341493 | 02/23/2010 | D610510 | Granted | 02/23/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
5 | FRICTION |
United
States |
Design | Division | National | 07/30/2009 | 29/341096 | 03/10/2010 | D612780 | Granted | 03/10/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
6 | FRICTION |
United
States |
Design | Division | National | 09/22/2009 | 29/343963 | 04/27/2010 | D614553 | Granted | 04/27/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
8 | FRICTION |
United
States |
Design | Division | National | 09/21/2009 | 29/343849 | 04/27/2010 | D614551 | Granted | 04/27/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
9 | FRICTION |
United
States |
Design | Division | National | 09/21/2009 | 29/343876 | 04/27/2010 | D614552 | Granted | 04/27/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
3 | FRICTION |
United
States |
Design | Division | National | 11/17/2009 | 29/350449 | 05/04/2010 | D615010 | Granted | 05/04/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809c |
12 | FRICTION |
United
States |
Design | Division | National | 09/22/2009 | 29/343977 | 06/08/2010 | D617241 | Granted | 06/08/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809d |
11 | FRICTION |
United
States |
Design | Division | National | 11/20/2009 | 29/350624 | 06/29/2010 | D618601 | Granted | 06/29/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809d |
3 | FRICTION |
United
States |
Design | Division | National | 03/08/2010 | 29/357126 | 05/22/2012 | D660206 | Granted | 05/22/2026 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809e |
11 | FRICTION |
United
States |
Design | Division | National | 03/26/2010 | 29/358424 | 10/26/2010 | D626043 | Granted | 10/26/2024 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40809e |
3 | FRICTION |
United
States |
Design | Division | National | 04/10/2012 | 29/417882 | 10/30/2012 |
D669828
S |
Granted | 10/30/2026 |
BRAKE FRICTION PAD
[design] |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
41112 |
3 | FRICTION |
United
States |
Regular | Continuation-In-Part | National | 08/18/2011 | 13/212445 | 10/21/2014 | 8863917 | Granted | 11/27/2028 |
FRICTION MATERIAL
FOR BRAKES |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | |||||||||||||||||||
41114 |
FRICTION |
United
States |
Regular | Original Filing | National | 10/03/2008 | 12/245253 | 05/08/2012 | 8172051 | Granted | 01/06/2031 |
COPPER FREE NAO
BRAKE PAD FORMULATIONS |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
41915 |
FRICTION |
United
States |
Regular | Original Filing | National | 09/26/2012 | 13/627120 | 03/10/2015 | 8974725 | Granted | 05/14/2033 |
IMPROVED FRICTION
MATERIAL TOOLING |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
42049 |
FRICTION |
United
States |
Regular | Original Filing | National | 11/30/2011 | 13/307563 | 06/03/2014 | 8739947 | Granted | 04/23/2032 |
BRAKE LINING FOR A
DRUM BRAKE ASSEMBLY |
FEDERAL-
MOGUL PRODUCTS, INC. |
MP | ||||||||||||||||||||
50240 |
FRICTION |
United
States |
Regular | Original Filing | National | 06/12/2015 | 14/737885 | 05/23/2017 | 9657797 | Granted | 06/12/2035 |
DISC BRAKE PAD FOR
A VEHICLE |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||
50322 |
FRICTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
10/20/2014 | 15030915 | Filed |
TRAGER MIT FASE IM
TILGERLOCH |
FEDERAL-
MOGUL BREMSBELAG GMBH |
04/30/2015 | WO2015/059097 | MP | |||||||||||||||||||||
50323 |
FRICTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
10/20/2014 | 15030921 | Filed |
BEFESTIGUNG VON
TILGERMASSE |
FEDERAL-
MOGUL BREMSBELAG GMBH |
09/01/2016 | 2016-052148 A1 | MP | |||||||||||||||||||||
50375 |
FRICTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
06/02/2016 | 15/579,679 | Filed |
spring system for reaming
of flexible brake lining Federsystem für Reibelemente in flexiblen Bremsbelägen |
FEDERAL-
MOGUL BREMSBELAG GMBH |
12/15/2016 | WO2016/198309 | MP | |||||||||||||||||||||
50378 |
FRICTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
04/27/2016 | 15580102 | Filed |
assembly of friction
elements at brake pad Anordnung der Reibelemente eines Bremsbelags |
FEDERAL-
MOGUL BREMSBELAG GMBH |
01/12/2016 | WO2016/198206 | MP | |||||||||||||||||||||
50480 |
FRICTION |
United
States |
Regular | Original Filing | National | 12/14/2016 | 15/378961 | Filed |
FRICTION LINING AND
BRAKE PAD FOR A BRAKING SYSTEM |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50519 |
1 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538117 | 04/18/2017 | D784222 | Granted | 04/18/2032 |
DISC PAD DESIGN (Part
No. OEX785) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
10 | FRICTION |
United
States |
Design | Division | National | 09/01/2015 | 29/538136 | 04/25/2017 | D784876 | Granted | 04/25/2032 |
DISC PAD DESIGN (Part
No. OEX1324) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
5 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538126 | 04/25/2017 | D784874 | Granted | 04/25/2032 |
DISC PAD DESIGN (Part
No. OEX1210) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
8 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538133 | 04/25/2017 | D784875 | Granted | 04/25/2032 |
DISC PAD DESIGN (Part
No. OEX1327) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
3 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538121 | 05/02/2017 | D785518 | Granted | 05/02/2032 |
DISC PAD DESIGN (Part
No. OEX1084) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
6 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538129 | 05/02/2017 | D785519 | Granted | 05/02/2032 |
DISC PAD DESIGN (Part
No. OEX1414) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
2 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538120 | 05/16/2017 | D786751 | Granted | 05/16/2032 |
DISC PAD DESIGN (Part
No. OEX1363) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
4 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538122 | 05/16/2017 | D786752 | Granted | 05/16/2032 |
DISC PAD DESIGN (Part
No. OEX976) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
9 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538135 | 05/23/2017 | D787393 | Granted | 05/23/2032 |
DISC PAD DESIGN (Part
No. OEX1508) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50519 |
7 | FRICTION |
United
States |
Design | Original Filing | National | 09/01/2015 | 29/538130 | 05/25/2017 | D787392 | Granted | 05/25/2032 |
DISC PAD DESIGN (Part
No. OEX1421) |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||
50630 |
FRICTION |
United
States |
Regular | Original Filing | National | 06/25/2018 | 16/017975 | Filed |
IMPROVED BRAKE PAD
DESIGN TO AID COOLING |
Federal-Mogul
Motorparts LLC |
MP | |||||||||||||||||||||||
50885 |
FRICTION |
United
States |
Provisional
Filing |
Original Filing | National | 04/06/2018 | 62/653679 | Filed | 04/06/2019 |
FRICTION RETENTION
PLATE |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
50894 |
FRICTION |
United
States |
Provisional
Filing |
Original Filing | National | 05/16/2018 | 62/672323 | Filed | 05/16/2019 |
STEEL BACKPLATE
METAL ADHESION LAYER |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
00202-PS |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/23/1998 | 09/198297 | 02/06/2001 | 6182630 | Granted | 11/23/2018 |
BOLTED
ARTICULATED PISTON BOLTED ARTICULATED PISTON |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
00369 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/16/2000 | 09/688677 | 05/06/2003 | 6557457 | Granted | 04/05/2021 |
BUSHINGLESS PISTON
AND CONNECTING ROD ASSEMBLY AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
00374 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/06/2000 | 09/684127 | 11/12/2002 | 6477941 | Granted | 10/06/2020 |
DUAL GALLERY
PISTON DUAL GALLERY PISTON |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
00374 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 08/12/2002 | 10/217854 | 11/25/2003 | 6651549 | Granted | 10/06/2020 |
DUAL GALLERY
PISTON DUAL GALLERY PISTON |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
00377 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/27/2000 | 09/749705 | 07/08/2003 | 6588320 | Granted | 12/27/2020 |
PISTON HAVING
UNCOUPLED SKIRT |
FEDERAL-
MOGUL WORLD WIDE LLC |
10/18/2001 | US2001/0029840 | PT |
Docket # |
File # |
Client
Division |
Country | Case Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
30140 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/17/2001 | 09/981414 | 01/11/2005 | 6840155 | Granted | 10/17/2021 |
MULTI-AXIALLY
FORGED PISTON |
FEDERAL-MOGUL
WORLD WIDE LLC |
04/25/2002 | 2002/0046593A1 | PT | |||||||||||||||||
30140 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 07/27/2004 | 10/899959 | 01/18/2011 | 7870669 | Granted | 10/17/2021 |
MULTI-AXIALLY
FORGED PISTON |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
30152 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/24/2001 | 09/939195 | 03/04/2003 | 6526871 | Granted | 08/24/2021 |
MONOBLOC PISTON
FOR DIESEL ENGINES |
FEDERAL-MOGUL
WORLD WIDE LLC |
02/27/2003 |
US2003-
0037671 |
PT | ||||||||||||||||||
30185 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/18/2001 | 09/954842 | 08/19/2003 | 6606983 | Granted | 09/18/2021 |
FERROUS PISTONS
FOR DIESEL ENGINES HAVING EGR COATING |
FEDERAL-MOGUL
WORLD WIDE LLC |
03/20/2003 |
US2003-
0051714 |
PT | ||||||||||||||||||
30197 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/21/2003 | 10/442472 | 02/13/2007 | 7175752 | Granted | 01/26/2024 |
METHOD AND
APPARATUS FOR ELECTROCHEMICAL MACHINING |
FEDERAL-MOGUL
WORLD WIDE LLC |
11/27/2003 | 2003-0217930A1 | PT | |||||||||||||||||
30197 |
2 |
HD
PISTONS |
United
States |
Regular | Division | National | 10/30/2006 | 11/554198 | 12/14/2010 | 7850831 | Granted | 03/06/2026 |
METHOD AND
APPARATUS FOR ELECTROCHEMICAL MACHINING |
FEDERAL-MOGUL
WORLD WIDE LLC |
11/27/2003 | 2003-0217930A1 | PT | |||||||||||||||||
30253 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/19/2001 | 09/957703 | 12/10/2002 | 6491013 | Granted | 09/19/2021 |
CLOSED GALLERY
PISTON HAVING REINFORCED OIL HOLE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
30254 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/19/2001 | 09/957704 | 04/01/2003 | 6539910 | Granted | 09/19/2021 |
CLOSED GALLERY
PISTON HAVING CON ROD LUBRICATION |
FEDERAL-MOGUL
WORLD WIDE LLC |
03/20/2003 |
US2003-
0051694 |
PT | ||||||||||||||||||
30255 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/19/2001 | 09/957716 | 02/04/2003 | 6513477 | Granted | 09/19/2021 |
CLOSED GALLERY
PISTON HAVING PIN BORE LUBRICATION |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
30275 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/24/2002 | 10/253785 | 03/08/2005 | 6862976 | Granted | 09/24/2022 | MONOBLOC PISTON |
FEDERAL-MOGUL
WORLD WIDE LLC |
04/24/2003 | US-2003-007504 | PT | ||||||||||||||||||
30318 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/03/2004 | 10/770930 | 04/11/2006 | 7024981 | Granted | 04/03/2024 | WRIST PIN |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30421 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/04/2003 | 10/701274 | 11/30/2004 | 6825450 | Granted | 11/04/2023 |
PISTON AND
METHOD OF MANUFACTURE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30421 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 12/12/2003 | 10/735798 | 02/28/2006 | 7005620 | Granted | 12/01/2023 |
PISTON AND
METHOD OF MANUFACTURE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30436 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/04/2003 | 10/700657 | 01/31/2006 | 6990890 | Granted | 11/04/2023 |
MONOBLOC PISTON
HAVING OPEN FLOOR |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30436 |
2 |
HD
PISTONS |
United
States |
Regular | Division | National | 09/28/2005 | 11/237463 | 12/05/2006 | 7143685 | Granted | 11/04/2023 |
MONOBLOC PISTON
HAVING OPEN FLOOR |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | |||||||||||||||||||
30497 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/24/2002 | 10/253786 | 05/06/2003 | 6557514 | Granted | 09/24/2022 |
CLOSED GALLERY
MONOBLOC PISTON HAVING OIL DRAINAGE GROOVE |
FEDERAL-MOGUL
WORLD WIDE LLC |
04/24/2003 |
US2003-
0075137 |
PT | ||||||||||||||||||
40015 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/10/2006 | 11/431297 | 12/02/2008 | 7458358 | Granted | 05/30/2026 |
THERMAL
OXIDATION PROTECTIVE SURFACE FOR STEEL PISTONS |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40227 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 07/20/2005 | 11/185413 | 08/05/2008 | 7406941 | Granted | 08/26/2025 |
ONE PIECE CAST
STEEL MONOBLOC PISTON |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40466 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/23/2006 | 11/439353 | 06/10/2008 | 7383807 | Granted | 08/11/2026 |
COATED POWER
CYLINDER COMPONENTS FOR DIESEL ENGINES |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40499 |
HD
PISTONS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/26/2006 | 12/092185 | 11/15/2011 | 8057644 | Granted | 06/27/2028 |
PROCESS AND
APPARATUS FOR PLATING ARTICLES |
FEDERAL-MOGUL
WORLD WIDE LLC |
01/31/2008 |
WO/
2006/013535 |
PT | ||||||||||||||||||
40509 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/04/2007 | 11/696278 | 10/20/2009 | 7603944 | Granted | 12/18/2027 |
PISTON ASSEMBLY
AND WRIST PIN THEREFOR PROVIDING A METHOD OF CONTROLLING ROTATION OF THE WRIST PIN WITHIN CORRESPONDING PISTON PIN BORES AND CONNECTING ROD WRIST PIN BORE |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40510 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/09/2008 | 12/330932 | 09/24/2013 | 8539928 | Granted | 01/01/2031 |
PISTON ASSEMBLY
AND CONNECTING ROD HAVING A PROFILED WRIST PIN |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
40777 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/08/2007 | 11/835489 | 01/19/2010 | 7647911 | Granted | 08/29/2027 |
SMALL END CON
ROD GUIDANCE PISTON |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40778 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 07/03/2007 | 11/772869 | 06/10/2008 | 7383808 | Granted | 07/03/2027 |
ARTICULATED
PISTON SKIRT |
FEDERAL-MOGUL
WORLD WIDE LLC |
PT | ||||||||||||||||||||
40800 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/02/2008 | 12/244355 | 01/24/2012 | 8100048 | Granted | 05/13/2030 |
PINLESS PISTON
AND CONNECTING ROD ASSEMBLY |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
40950 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 06/13/2008 | 12/138660 | 09/20/2011 | 8020530 | Granted | 03/10/2030 |
Joint w/Volvo Lubrizol
MIT aka Wavy Spiral Topland | PISTON AND INTERNAL COMBUSTION ENGINE THEREWITH AND METHOD OF CONSTRUCTING THE PISTON |
FEDERAL-MOGUL
LLC |
02/26/2009 | US2009/0050101 | PT | ||||||||||||||||||
40953 |
1 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 10/27/2009 | 29/346124 | 09/28/2011 | D645883 | Granted | 09/28/2025 |
PISTON LOWER
CROWN |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
40953 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/12/2008 | 12/190256 | 10/25/2011 | 8042453 | Granted | 03/15/2030 |
[MONOBLOC]
PISTON WITH A SKIRT HAVING OIL FLOW SLOTS |
FEDERAL-MOGUL
LLC |
02/19/2009 | US2009/0044697 | PT | ||||||||||||||||||
40953 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 11/13/2009 | 12/617772 | 07/02/2013 | 8474366 | Granted | 01/18/2031 |
MONOBLOC PISTON
WITH A SKIRT HAVING OIL FLOW SLOTS |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
41291 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/26/2010 | 12/713814 | 12/31/2013 | 8616114 | Granted | 11/02/2032 |
PISTON WITH
CENTRAL DIRECTIONAL OIL FLOW AND WRIST PIN LUBRICATION FEATURE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41295 |
2 |
HD
PISTONS |
United
States |
Regular | Division | National | 04/12/2016 | 15/096377 | 03/13/2018 | 9915223 | Granted | 12/23/2029 |
PISTON, METHOD
OF CONSTRUCTION, AND PISTON BODY PORTIONS THEREOF |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
41295 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/23/2009 | 12/646227 | 12/11/2012 | 8327537 | Granted | 04/29/2031 |
REINFORCED DUAL
GALLERY PISTON AND METHOD OF CONSTRUCTION |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41295 |
1 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 11/14/2012 | 13/677022 | 05/10/2016 | 9334957 | Granted | 05/28/2031 |
PISTON, METHOD
OF CONSTRUCTION, AND PISTON BODY PORTIONS THEREOF |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
41329 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/04/2009 | 12/434713 | 11/29/2011 | 8065985 | Granted | 06/08/2030 |
FLANGE FOR
PISTON COOLING |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41420 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/09/2010 | 12/757391 | 04/30/2013 | 8430070 | Granted | 06/17/2031 |
AUXILIAR COOLING
JET FOR PISTON UNDERCROWN |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41422 |
1 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 08/29/2013 | 14/013349 | 10/28/2014 | 8869768 | Granted | 08/04/2031 |
PISTON INCLUDING
A PAIR OF COOLING CHAMBERS [HEAVY-DUTY PISTON WITH A PLURALITY OF COOLING SOLUTIONS] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
41422 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/04/2011 | 13/197813 | 10/01/2013 | 8544441 | Granted | 12/07/2031 |
PISTON INCLUDING
A PAIR OF COOLING CHAMBERS [HEAVY-DUTY PISTON WITH A PLURALITY OF COOLING SOLUTIONS] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41564 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/01/2010 | 12/896202 | 08/19/2014 | 8807109 | Granted | 12/27/2032 |
STEEL PISTON WITH
COOLING GALLERY AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
20110107997 | PT | ||||||||||||||||||
41564 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 05/20/2011 | 13/112772 | 05/15/2018 | 9970384 | Granted | 08/27/2033 |
STEEL PISTON WITH
COOLING GALLERY AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
41564 |
3 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 08/14/2014 | 14/459929 | Filed |
STEEL PISTON WITH
COOLING GALLERY AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
41578 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/27/2010 | 12/869906 | 03/06/2018 | 9909526 | Granted | 08/22/2032 |
MONOBLOC PISTON
WITH A LOW FRICTION SKIRT |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41595 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/06/2010 | 12/851654 | 10/21/2014 | 8863718 | Granted | 02/23/2031 |
LOW THERMAL
CONDUCTIVITY PISTON AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41638 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/10/2010 | 12/943283 | 01/28/2014 | 8635943 | Granted | 10/07/2032 |
PISTON WITH
BLOW-BY FEATURE AND METHOD OF PREVENTING CATASTROPHIC FAILURE TO AN INTERNAL COMBUSTION ENGINE |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41758 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/31/2012 | 13/664778 | 10/21/2014 | 8863720 | Granted | 10/31/2032 |
COATED PISTON
AND A METHOD OF MAKING A COATED PISTON [ELECTROCHEMICAL METALLIZING OF PISTON BOWL RIM USING NOBLE METALS] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41771 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/04/2013 | 14/070839 | 09/08/2015 | 9127619 | Granted | 11/13/2033 |
PISTON WITH A
COOLING GALLERY PARTIALLY FILLED WITH A THERMALLY CONDUCTIVE METAL- CONTAINING COMPOSITION |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41806 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/10/2012 | 13/370609 | 02/17/2015 | 8955486 | Granted | 11/06/2032 |
PISTON WITH
ENHANCED COOLING GALLERY [ENHANCED PISTON COOLING CHAMBER] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41821 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/10/2012 | 13/370744 | 02/17/2015 | 8955487 | Granted | 12/13/2032 |
PISTON AND
COOLED PISTON RING THEREFOR AND METHOD OF CONSTRUCTION THEREOF [ACTIVELY COOLED L SECTION TOP RING] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41823 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/10/2012 | 13/370645 | Filed |
PISTON WITH
ENHANCED COOLING GALLERY [ADVANCED MONOSTEEL PISTON SYSTEM] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
41825 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/10/2012 | 13/370695 | 03/04/2014 | 8662026 | Granted | 08/26/2032 |
PISTON WITH
SUPPLEMENTAL COOLING GALLERY AND INTERNAL COMBUSTION ENGINE THEREWITH [ENHANCED COOLING OF THE PISTON] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41909 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/09/2012 | 13/345851 | 08/11/2015 | 9103441 | Granted | 02/10/2034 |
NOVEL PISTON PIN
FOR HEAT DISSIPATION |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41918 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/13/2012 | 13/446683 | 04/11/2017 | 9616529 | Granted | 07/08/2034 |
PISTON AND
METHOD OF MAKING A PISTON |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
41918 |
1 |
HD
PISTONS |
United
States |
Regular | Division | National | 11/23/2016 | 15/360060 | Filed |
PISTON AND
METHOD OF MAKING A PISTON |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
41935 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 07/19/2013 | 13/946866 | 06/23/2015 | 9062768 | Granted | 09/11/2033 |
PISTON WITH OIL
COOLING PASSAGE AND METHOD OF CONSTRUCTION THEREOF [SCRAPED OIL COOLED PISTON (SCROIL)] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42067 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/28/2011 | 13/304895 | 10/27/2015 | 9169800 | Granted | 11/28/2031 |
PISTON WITH ANTI-
CARBON DEPOSIT COATING AND METHOD OF CONSTRUCTION THREOF [GALLERY UNDERCROWN ANTI-STICK COATING] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42067 |
1 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 03/05/2013 | 13/786156 | 10/20/2015 | 9163579 | Granted | 01/04/2032 |
PISTON WITH ANTI-
CARBON DEPOSIT COATING AND METHOD OF CONSTRUCTION THREOF [GALLERY UNDERCROWN ANTI-STICK COATING] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42089 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 05/20/2011 | 29/392404 | 09/16/2014 | D713422 | Granted | 09/16/2028 |
Piston (design) See also
CIP case 50141 |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42184 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/07/2012 | 13/708656 | 06/30/2015 | 9068531 | Granted | 04/05/2033 |
ONE-PIECE
PISTON
WITH IMPROVED COMBUSTION BOWL RIM REGION AND METHOD OF MANUFACTURE [CLOSED GALLERY PISTON WITH IMPROVED BOWL RIM STRENGTH] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42305 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/20/2013 | 13/772022 | 04/14/2015 | 9004037 | Granted | 02/20/2033 |
PISTON ASSEMBLY
FOR INTERNAL COMBUSTION ENGINE [TWO STROKE STEEL PISTON] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42359 |
1 |
HD
PISTONS |
United
States |
Regular | Division | National | 08/04/2015 | 14/817385 | Filed | 09/27/2033 |
REDUCED
COMPRESSION HEIGHT PISTON AND PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTION THEREOF [H-HD DIESEL DEVELOPMENTS IN POWER CYLINDER UNIT (PCU) COMPACTATION AND COOLING] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||
42359 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/27/2013 | 14/040259 | 09/08/2015 | 9127618 | Granted | 09/27/2033 |
REDUCED
COMPRESSION HEIGHT PISTON AND PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTION THEREOF [H-HD DIESEL DEVELOPMENTS IN POWER CYLINDER UNIT (PCU) COMPACTATION AND COOLING] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42359 |
2 |
HD
PISTONS |
United
States |
Regular | Division | National | 08/30/2018 | 16/117263 | Filed |
REDUCED
COMPRESSION HEIGHT PISTON AND PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTION THEREOF [H-HD DIESEL DEVELOPMENTS IN POWER CYLINDER UNIT (PCU) COMPACTATION AND COOLING] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
42433 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/09/2013 | 14/049622 | 09/08/2015 | 9127616 | Granted | 10/09/2033 |
PISTON ASSEMBLY
AND METHOD OF MAKING A PISTON [PISTON ASSEMBLY FOR OPPOSED PISTON 2-STROKE ENGINE WITH SINGLE CRANKSHAFT] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42434 |
1 |
HD
PISTONS |
United
States |
Regular | Division | National | 03/18/2016 | 15/073988 | 06/13/2017 | 9677500 | Granted | 09/18/2033 |
STEEL PISTON WITH
COUNTERBORE DESIGN |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42434 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/18/2013 | 14/030530 | 03/22/2016 | 9291120 | Granted | 10/21/2033 |
STEEL PISTON WITH
COUNTERBORE DESIGN |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42454 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/21/2014 | 14/159729 | Filed |
PISTON AND
METHOD OF MAKING A PISTON [PISTON AND ROD ASSEMBLY FOR OPPOSED PISTON 2-STROKE ENGINE] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
42575 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 04/12/2016 | 15/096498 | 08/22/2017 | 9739234 | Granted | 02/18/2033 |
COMPLEX SHAPED
FORGED PISTON OIL GALLERIES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42575 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/18/2013 | 13/769751 | 05/10/2016 | 9334958 | Granted | 10/08/2033 |
COMPLEX SHAPED
FORGED PISTON OIL GALLERIES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
42575 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/17/2014 | 14/182165 | 01/26/2016 | 9243582 | Granted | 02/17/2034 |
COMPLEX SHAPED
PISTON OIL GALLERIES WITH PISTON CROWNS MADE BY CAST METAL OR POWDER METAL PROCESSES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42575 |
3 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 12/14/2015 | 14/968415 | 05/16/2017 | 9650988 | Granted | 02/17/2034 |
PISTONS WITH
COMPLEX SHAPED PISTON CROWNS AND MANUFACTURING PROCESSES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
42575 |
5 |
HD
PISTONS |
United
States |
Regular | Division | National | 05/15/2017 | 15/594964 | Filed |
PISTONS WITH
COMPLEX SHAPED PISTON CROWNS AND MANUFACTURING PROCESSES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
42575 |
4 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 03/23/2016 | 15/078813 | Filed |
COMPLEX SHAPED
FORGED PISTON OIL GALLERIES [NON-SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
50002 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 08/28/2014 | 14/471069 | 07/11/2017 | 9702317 | Granted | 08/28/2034 |
DOUBLE WELDED
STEEL PISTON WITH FULL SKIRT |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
50017 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/16/2014 | 14/487498 | 04/05/2016 | 9303584 | Granted | 09/16/2034 |
PINLESS PISTON
WITH GALLERY |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
50036 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/04/2014 | 14/245138 | Filed |
PISTON MADE
USING ADDITIVE MANUFACTURING TECHNIQUES |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50058 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/09/2015 | 14/682649 | Filed |
DESIGN OF ZERO
OIL COOLED (ZOC) PISTON INCORPORATIING HEAT PIPE TECHNOLOGY |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50141 |
2 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 07/16/2014 | 29/496734 | 10/04/2016 | D768207 | Granted | 10/04/2030 |
PISTON [CIP of
42089] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
50141 |
1 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/07/2014 | 14/535839 | 02/08/2018 | 9869268 | Granted | 06/21/2035 |
MONOLITHIC,
GALLERYLESS PISTON AND METHOD OF CONSTRUCTION THEREOF [CIP of 42089] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||
50141 |
5 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 08/23/2018 | 16/110874 | Filed |
MONOLITHIC,
GALLERYLESS PISTON AND METHOD OF CONSTRUCTION THEREOF [CIP of 42089] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
50141 |
3 |
HD
PISTONS |
United
States |
Regular | Continuation | National | 11/13/2015 | 14/940416 | Filed |
MONOLITHIC,
GALLERYLESS PISTON AND METHOD OF CONSTRUCTION THEREOF [CIP of 42089] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
50141 |
4 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 01/06/2016 | 14/988885 | Filed |
MONOLITHIC,
GALLERYLESS PISTON AND METHOD OF CONSTRUCTION THEREOF [CIP of 42089] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
50141 |
1 |
HD
PISTONS |
United
States |
Regular | Division | National | 07/21/2017 | 15/657018 | Filed |
MONOLITHIC,
GALLERYLESS PISTON AND METHOD OF CONSTRUCTION THEREOF [CIP of 42089] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||||
50193 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/02/2015 | 14/635348 | 09/19/2017 | 9765727 | Granted | 06/25/2035 |
ONE PIECE PISTON
FEATURING ADDITIVE MANUFACTURING PRODUCED COMBUSTION BOWL RIM AND COOLING GALLERY |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
50204 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/01/2016 | 15/011784 | Filed |
PISTON WITH
COOLING GALLERY COOLING INSERT AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50206 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/30/2015 | 14/700654 | 04/24/2018 | 9951714 | Granted | 06/30/2035 |
STEEL PISTON WITH
FILLED GALLERY |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
50220 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/23/2014 | 14/286328 | Filed |
PISTON WITH
KEYSTONE SECOND RING GROOVE FOR HIGH TEMPERATURE INTERNAL COMBUSTION ENGINES |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50332 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 10/30/2015 | 14/928870 | Filed |
PISTON, OIL
CONTROL RING THEREFOR AND METHOD OF CONSTRUCTION THEREOF [MOR - MONORAIL OIL CONTROL RING FOR HD ENGINES] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50373 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/01/2016 | 15/011852 | Filed |
PISTON WITH
SEALED COOLING GALLERY AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50382 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/18/2015 | 14/975451 | 06/10/2018 | 10018148 | Granted | 06/28/2036 |
PISTON WITH
COOLING GALLERY HAVING ENHANCED OIL INLET AND METHOD OF CONSTRUCTION THEREOF [OIL HOLE DRILLING WITH STANDPIPE] |
FEDERAL-MOGUL
LLC |
PT | ||||||||||||||||||||
50383 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/28/2015 | 14/981319 | Filed |
REDUCED
COMPRESSION HEIGHT DUAL GALLERY PISTON, PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTION THEREOF [JANUS: ADAPTABLE MONOSTEEL PISTON SYSTEM (AMPS) DESIGN] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50437 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/22/2016 | 15/077168 | Filed |
Robust, Lightweight,
Low Compression Height Piston and Method of Construction Thereof [GALLERYLESS PISTON WITHOUT POCKETS] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50446 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/25/2017 | 15/414954 | Filed |
PISTON WITH ANTI
COKING DESIGN FEATURES (See 50422) |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50448 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/19/2016 | 15/132924 | Filed |
PISTON WITH
COMPLEX SHAPED COMBUSTION BOWL AND COOLING GALLERY AND METHOD OF CONSTRUCTION THEREOF [NON SYMMETRIC PISTON CROWN GALLERY AND CROWN TOP (see also 42575)] |
FEDERAL-MOGUL
LLC |
PT | |||||||||||||||||||||||
50459 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/23/2017 | 15/412457 | Filed |
PISTON WITH
COOLING GALLERY RADIATOR AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-MOGUL
LLC |
PT |
Docket # |
File # |
Client
Division |
Country | Case Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
50474 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/11/2016 | 15/349820 | Filed |
ISOBARIC PISTON
ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50475 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/05/2017 | 15/480066 | Filed |
PISTON WITH
THERMALLY INSULATING INSERT AND METHOD OF CONSTRUCTION THEREOF [INFUSED CERAMIC ADIABATIC PISTON (INCA)] combined with PA-50497 |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50530 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 09/27/2016 | 15/277443 | Filed |
PISTON RING BELT
STRUCTURAL REINFORCEMENT VIA ADDITIVE MANUFACTURING |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50556 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 12/23/2016 | 15/389862 | Filed |
PISTON INCLUDING
A COMPOSITE LAYER APPLIED TO METAL SUBSTRATE |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50559 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/30/2016 | 15/364616 | Filed |
PISTON WITH
SEALED COOLING GALLERY CONTAINING A THERMALLY CONDUCTIVE COMPOSITION [ENVIROKOOL VERSION 2.0 (SUPER EKOOL)] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50578 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 11/15/2016 | 15/352418 | Filed |
CONCEPT TO
REDUCE HEAT LOSS TO PISTON USING GAS MEDIA |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50613 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/18/2017 | 15/598564 | Filed |
PISTON HAVING AN
UNDERCROWN SURFACE WITH INSULATING COATING AND METHOD OF MANUFACTURE THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50622 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/24/2017 | 15/441659 | Filed |
GALLERYLESS
PISTON WITH CONNECTION TO POCKETS [MONOSTEEL LITE WITH CONNECTION TO POCKETS OVER THE PINBORE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50623 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/28/2017 | 15/445317 | Filed |
GALLERYLESS
PISTON WITH SLOTTED RING GROOVE [MONOSTEEL LITE WITH FULLY SLOTTED 3RD GROOVE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50624 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/21/2017 | 15/437631 | Filed |
GALLERYLESS
PISTON WITH IMPROVED POCKET COATING |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50625 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/02/2017 | 15/448522 | Filed |
GALLERYLESS
PISTON WITH OIL DRAIN FEATURES |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50626 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/02/2017 | 15/448421 | Filed |
GALLERYLESS
PISTON WITH CUTOUT ABOVE PINBORE [MONOSTEEL LITE WITH CUTOUT ABOVE PINBORE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50627 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/20/2017 | 15/493025 | Filed |
PISTON WITH
ASYMMETRIC UPPER COMBUSTION SURFACE AND METHOD OF MANUFACTURE THEREFOR [MONOSTEEL LITE WITH PREFORMED ASYMMETRIC BOWL GEOMETRIES] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50629 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/25/2018 | 15/880359 | Filed |
STEEL PISTON WITH
METALLURGICALLY BONDED BUSHING AND METHOD OF MANUFACTURING |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50632 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/20/2017 | 15/436966 | Filed |
INSULATION LAYER
ON STEEL PISTONS WITHOUT GALLERY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50639 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/14/2017 | 15/458495 | 06/10/2018 | 10018146 | Granted | 03/14/2037 |
PISTON WITH
ADVANCED CATALYTIC ENERGY RELEASE [MONOSTEEL WITH ADIABATIC CATALYTIC ENERGY (ACE)] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50671 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 01/09/2018 | 15/866121 | Filed |
GALLERYLESS
SHORT COMPRESSION INSULATED STEEL PISTON |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50794 |
1 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 04/27/2018 | 29/645655 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50794 |
2 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 04/27/2018 | 29/645668 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50794 |
3 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 04/27/2018 | 29/645685 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50794 |
4 |
HD
PISTONS |
United
States |
Design | Original Filing | National | 04/27/2018 | 29/645694 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50794 |
5 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/01/2018 | 29/645698 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50794 |
6 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/01/2018 | 29/645715 | Filed |
DESIGN PATENT
IDEA FOR APPEARANCE OF PISTON WITH THERMAL BARRIER COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50826 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 10/27/2017 | 62/578105 | Filed | 10/27/2018 |
STEEL PISTON
CROWN AND/OR COMBUSTION ENGINE COMPONENTS WITH DYNAMIC THERMAL INSULATION COATING AND METHOD OF MAKING AND USING SUCH A COATING [HITHERM] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50826 |
1 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 12/20/2017 | 15/848763 | Filed |
STEEL PISTON
CROWN AND/OR COMBUSTION ENGINE COMPONENTS WITH DYNAMIC THERMAL INSULATION COATING AND METHOD OF MAKING AND USING SUCH A COATING [HITHERM] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50826 |
2 |
HD
PISTONS |
United
States |
Regular | Continuation-In-Part | National | 04/05/2018 | 15/936285 | Filed |
COMBUSTION
ENGINE COMPONENTS WITH DYNAMIC THERMAL INSULATION COATING AND METHOD OF MAKING AND USING SUCH A COATING [HITHERM] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50836 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 04/26/2018 | 15/963838 | Filed |
PISTON WITH
OPTIMIZED OIL RING NEGATION |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50837 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 02/21/2018 | 15/901783 | Filed |
COATING TO
REDUCE COKING DEPOSITS ON STEEL PISTONS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50861 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 03/30/2018 | 15/942359 | Filed |
LUBRICATION
FEATURE FOR TWO STROKE PISTON PIN |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50868 |
HD
PISTONS |
United
States |
Regular | Original Filing | National | 05/15/2018 | 15/980595 | Filed |
DUAL GALLERY
STEEL PISTON |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50991 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 02/28/2018 | 62/636423 | Filed | 02/28/2019 |
DUAL GALLERY
TWO STROKE PISTON |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50993 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 06/26/2018 | 62/68970 | Filed | 06/26/2019 |
METHOD TO
DETERMINE CRANK ANGLE FROM ON A PISTON |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
51030 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 06/19/2018 | 62/686811 | Filed | 06/19/2019 |
PIEZOCERAMIC
GENERATOR FOR PISTSON INSTRUMENTATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
51031 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 07/10/2018 | 62/696259 | Filed | 07/10/2019 |
LINEAR INDUCTION
GENERATOR FOR POWERING PISTON INSTRUMENTATION AND OTHER ENGINE COMPONENTS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
51032 |
1 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 06/26/2018 | 62/690156 | Filed | 06/26/2019 |
ROTATIONAL
INDUCTION GENERATOR FOR PISTON INSTRUMENTATION |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||
51032 |
2 |
HD
PISTONS |
United
States |
Provisional
Filing |
Original Filing | National | 07/24/2018 | 62/702880 | Filed | 06/26/2019 |
ROTATIONAL
INDUCTION GENERATOR FOR PISTON INSTRUMENTATION AND OTHER ENGINE COMPONENTS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||
41218 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 10/05/2009 | 12/573380 | 02/05/2013 | 8365710 | Granted | 05/07/2031 |
IGNITOR FOR AIR/
FUEL MIXTURE AND ENGINE THEREWITH AND METHOD OF ASSEMBLY THEREOF INTO A CYLINDER HEAD |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41408 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 01/12/2010 | 12/686251 | 05/07/2013 | 8434443 | Granted | 01/12/2030 |
IGNITOR SYSTEM
FOR IGNITING FUEL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41409 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 03/07/2012 | 13/414129 | 07/02/2013 | 8474428 | Granted | 01/12/2030 |
FLEXIBLE IGNITER
ASSEMBLY FOR AIR/ FUEL MIXTURE AND METHOD OF CONSTRUCTION THEREOF [CORONA IGNITOR MADE IN TWO PIECES] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41409 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 01/12/2010 | 12/685825 | 04/10/2012 | 8151781 | Granted | 10/11/2030 |
CORONA IGNITOR
MADE IN TWO PIECES |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41457 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 10/28/2011 | 13/283666 | 05/20/2014 | 8729782 | Granted | 05/06/2032 |
NON-THERMAL
PLASMA IGNITION ARC SUPPRESSION I |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41466 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 03/15/2013 | 13/842803 | 08/09/2016 | 9413314 | Granted | 10/09/2031 |
CORONA IGNITION
WITH SELF-TUNING POWER AMPLIFIER |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41466 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 05/10/2010 | 12/777105 | 11/12/2013 | 8578902 | Granted | 07/06/2032 |
CORONA IGNITION
WITH SELF-TUNING POWER AMPLIFIER |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41466 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 08/08/2016 | 15/230927 | Filed |
CORONA IGNITION
WITH SELF-TUNING POWER AMPLIFIER |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
41467 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 01/13/2012 | 13/350456 | 09/30/2014 | 8844490 | Granted | 09/09/2032 |
CORONA IGNITOR
PRODUCING CORONA BETWEEN INSULATOR AND SHELL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41469 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 05/04/2010 | 12/773608 | 06/18/2013 | 8464679 | Granted | 10/09/2031 |
CORONA TIP
INSULATOR |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41691 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 04/13/2011 | 13/085991 | 07/15/2014 | 8776751 | Granted | 12/04/2032 |
IGNITER INCLUDING
A CORONA ENHANCING ELECTRODE TIP |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41728 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 11/13/2014 | 14/540861 | 08/08/2017 | 9728941 | Granted | 01/10/2032 |
IGNITER ASSEMBLY
INCLUDING ARCING REDUCTION FEATURE [IGNITOR ASSEMBLY FOR IGNITING AN AIR/ FUEL MIXTURE, OUTER METAL SHELL THEREFOR AND METHODS OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41728 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 05/26/2011 | 13/116269 | 11/18/2014 | 8890397 | Granted | 01/30/2033 |
IGNITER ASSEMBLY
INCLUDING ARCING REDUCTION FEATURE [IGNITOR ASSEMBLY FOR IGNITING AN AIR/ FUEL MIXTURE, OUTER METAL SHELL THEREFOR AND METHODS OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41728 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 08/07/2017 | 15/670312 | Filed |
IGNITER ASSEMBLY
INCLUDING ARCING REDUCTION FEATURE [IGNITOR ASSEMBLY FOR IGNITING AN AIR/ FUEL MIXTURE, OUTER METAL SHELL THEREFOR AND METHODS OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
41729 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/14/2011 | 13/325433 | Filed |
CORONA IGNITER
WITH IMPROVED CORONA CONTROL [IGNITOR ASSEMBLY FOR IGNITING AN AIR/ FUEL MIXTURE AND METHODS OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||||||
41777 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 01/14/2011 | 13/006555 | 09/23/2014 | 8839752 | Granted | 07/04/2033 |
CORONA IGNITER
WITH MAGNETIC SCREENING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41849 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 08/31/2011 | 13/222616 | 06/10/2014 | 8749945 | Granted | 08/31/2031 |
ELECTRICAL
ARRANGEMENT OF HYBRID IGNITION DEVICE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41938 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/29/2011 | 13/339737 | 09/23/2014 | 8839753 | Granted | 12/12/2032 |
CORONA IGNITER
HAVING IMPROVED GAP CONTROL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41943 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/14/2011 | 13/325362 | 05/26/2015 | 9041273 | Granted | 01/22/2033 |
CORONA IGNITER
HAVING SHAPED INSULATOR] [INSULATOR SHAPE TO REDUCE POWER- ARCING IN A CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41944 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/15/2011 | 13/326897 | 01/28/2014 | 8638540 | Granted | 07/25/2032 |
CORONA IGNITER
INCLUDING IGNITION COIL WITH IMPROVED ISOLATION [IMPROVED ISOLATION SCHEME FOR CORONA IGNITER COIL] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41947 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/13/2011 | 13/324069 | 08/11/2015 | 9103313 | Granted | 02/18/2034 |
CORONA IGNITION
DEVICE HAVING ASYMMETRIC FIRING TIP [CORONA IGNITER FOR NON-HOMOGENEOUS COMBUSTION SYSTEMS] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41954 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 05/07/2014 | 14/271817 | 10/28/2014 | 8869766 | Granted | 01/13/2032 |
CORONA IGNITION
SYSTEM HAVING SELECTIVE ENHANCED ARC FORMATION |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41954 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 01/13/2012 | 13/349921 | 05/20/2014 | 8726871 | Granted | 11/08/2032 |
CORONA IGNITION
SYSTEM HAVING SELECTIVE ENHANCED ARC FORMATION |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42010 |
IGNITION
- ACIS |
United
States |
Design | Original Filing | National | 02/22/2011 | 29/385899 | 11/06/2012 |
D670246
S |
Granted | 11/06/2026 |
KEEP THIS PATENT -
IGNITER [design] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42038 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 04/03/2012 | 13/438116 | 11/10/2015 | 9181920 | Granted | 06/28/2033 |
SYSTEM AND
METHOD FOR DETECTING ARC FORMATION IN A CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42039 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 04/03/2012 | 13/438127 | 06/24/2014 | 8760067 | Granted | 06/22/2032 |
SYSTEM AND
METHOD FOR CONTROLLING ARC FORMATION IN A CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42106 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 06/27/2012 | 13/534251 | 06/10/2014 | 8749126 | Granted | 07/12/2032 |
CORONA
IGNIGHTER ASSEMBLY INCLUDING CORONA ENHANCING INSULATOR GEOMETRY [IGNITER ASSEMBLY INCLUDING CORONA ENHANCING INSULATOR GEOMETRY] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42141 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 08/20/2012 | 13/589617 | 04/21/2015 | 9010294 | Granted | 06/21/2033 |
CORONA IGNITER
INCLUDING TEMPERATURE CONTROL FEATURES [TEMPERATURE CONTROL IN A CORONA IGNITOR] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42280 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/14/2013 | 13/829405 | 05/12/2015 | 9030086 | Granted | 03/14/2033 |
SHRINK FIT
CERAMIC CENTER ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42280 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 05/11/2015 | 14/709094 | 11/22/2016 | 9502865 | Granted | 03/14/2033 |
SHRINK FIT
CERAMIC CENTER ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42280 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 11/16/2016 | 15/355516 | Filed |
SHRINK FIT
CERAMIC CENTER ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
42324 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 08/18/2016 | 15/240502 | 08/21/2018 | 10056737 | Granted | 04/06/2032 |
CORONA IGNITION
DEVICE WITH IMPROVED ELECTRICAL PERFORMANCE [ASSEMBLY METHOD FOR CORONA IGNITION DEVICE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
42324 |
3 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 08/10/2016 | 15/240652 | 08/21/2018 | 10056738 | Granted | 04/05/2033 |
CORONA IGNITION
DEVICE WITH IMPROVED ELECTRICAL PERFORMANCE [ASSEMBLY METHOD FOR CORONA IGNITION DEVICE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
42324 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 06/17/2015 | 14/742064 | 05/15/2018 | 9970408 | Granted | 11/15/2033 |
CORONA IGNITION
DEVICE WITH IMPROVED ELECTRICAL PERFORMANCE [ASSEMBLY METHOD FOR CORONA IGNITION DEVICE] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
42324 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/15/2013 | 13/843336 | 07/21/2015 | 9088136 | Granted | 02/07/2034 |
CORONA IGNITION
DEVICE WITH IMPROVED ELECTRICAL PERFORMANCE [ASSEMBLY METHOD FOR CORONA IGNITION DEVICE] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42324 |
4 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 07/20/2018 | 16/041209 | Filed |
CORONA IGNITION
DEVICE WITH IMPROVED ELECTRICAL PERFORMANCE [ASSEMBLY METHOD FOR CORONA IGNITION DEVICE] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
42419 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/23/2013 | 14/138249 | 04/19/2016 | 9318881 | Granted | 08/09/2033 |
INTER-EVENT
CONTROL STRATEGY FOR CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42419 |
3 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 04/11/2016 | 15/095436 | 07/18/2017 | 9709018 | Granted | 12/23/2033 |
INTER-EVENT
CONTROL STRATEGY FOR CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42419 |
5 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 07/17/2017 | 15/651562 | 05/29/2018 | 9982649 | Granted | 12/23/2033 |
INTER-EVENT
CONTROL STRATEGY FOR CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42419 |
4 |
IGNITION
- ACIS |
United
States |
Regular | Division | National | 10/06/2016 | 15/286947 | 04/17/2018 | 9945345 | Granted | 12/24/2033 |
INTRA-EVENT
CONTROL STRATEGY FOR CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
20170022962 | PT | ||||||||||||||||||
42419 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/23/2013 | 14/138228 | 10/11/2016 | 9466953 | Granted | 09/29/2034 |
INTRA-EVENT
CONTROL STRATEGY FOR CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42456 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/15/2014 | 14/215540 | 04/17/2018 | 9945347 | Granted | 03/21/2035 |
WEAR PROTECTION
FEATURES FOR CORONA IGNITER |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42486 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 05/17/2017 | 15/595142 | 07/24/2018 | 10033162 | Granted | 03/15/2034 |
HIGH VOLTAGE
CONNECTON SEALING METHOD FOR CORONA IGNITION COIL |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
42486 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/15/2014 | 14/215375 | 05/16/2017 | 9653885 | Granted | 07/22/2035 |
HIGH VOLTAGE
CONNECTON SEALING METHOD FOR CORONA IGNITION COIL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42486 |
2 |
IGNITION
- ACIS |
United
States |
Regular | Continuation | National | 06/27/2018 | 16/019901 | Filed |
HIGH VOLTAGE
CONNECTON SEALING METHOD FOR CORONA IGNITION COIL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
50034 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 05/05/2014 | 14/269448 | Filed |
CORONA IGNITION
WITH HERMETIC COMBUSTION SEAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||||||
50129 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/12/2014 | 14/568219 | Filed |
FLEXIBLE CONTROL
SYSTEM FOR CORONA IGNITION POWER SUPPLY |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
50134 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/12/2014 | 14/568438 | 07/25/2017 | 9716371 | Granted | 01/10/2036 |
NON-INVASIVE
METHOD FOR RESONANT FREQUENCY DETECTION IN CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50147 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 12/12/2014 | 14/568266 | 11/28/2017 | 9831639 | Granted | 12/12/2034 |
CONCURRENT
METHOD FOR RESONANT FREQUENCY DETECTION IN CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50164 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 08/06/2014 | 14/452802 | 06/09/2015 | 9054502 | Granted | 08/06/2034 |
CERAMIC FOR
IGNITION DEVICFE INSULATOR WITH LOW RELATIVE PERMITTIVITY |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50191 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 06/18/2014 | 14/307796 | 12/20/2016 | 9525274 | Granted | 01/08/2035 |
DISTRIBUTION OF
CORONA IGNITER POWER SIGNAL (co-owned with Richardo; inventors: Zdenek Szimbersky and Robert Ratz) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50196 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 08/10/2015 | 14/822073 | 09/05/2017 | 9751797 | Granted | 08/10/2035 |
CORONA IGNITION
DEVICE WITIH IMPROVED SEAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50196 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 08/01/2016 | 15/225341 | 06/20/2017 | 9685767 | Granted | 08/10/2035 |
CORONA IGNITION
DEVICE WITIH IMPROVED SEAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
50197 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 08/10/2015 | 14/822159 | 08/02/2016 | 9407069 | Granted | 08/10/2035 |
SPARK PLUG WITH
IMPROVED SEAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50197 |
1 |
IGNITION
- ACIS |
United
States |
Regular | Continuation-In-Part | National | 08/01/2016 | 15/225216 | 02/13/2018 | 9893495 | Granted | 08/10/2035 |
SPARK PLUG WITH
IMPROVED SEAL [related to 50196] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
50333 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/22/2016 | 15/077475 | 06/26/2018 | 10008831 | Granted | 03/22/2036 |
CORONA
SUPPRESSION AT MATERIALS INTERFACE THROUGH GLUING OF THE COMPONENTS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50334 |
IGNITION
- ACIS |
United
States |
Regular | Original Filing | National | 03/22/2016 | 15/077615 | 09/05/2017 | 9755405 | Granted | 03/22/2036 |
CORONA
SUPPRESSION AT THE HIGH VOLTAGE JOINT THROUGH INTRODUCTION OF A SEMI- CONDUCTIVE SLEEVE BETWEEN THE CENTRAL ELECTRODE AND THE DISSIMILAR INSULATING MATERIALS |
FEDERAL-
MOGUL LLC |
PT |
Docket # |
File # |
Client
Division |
Country | Case Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
50359 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 12/12/2014 | 14/568330 | 06/05/2018 | 9991681 | Granted | 12/12/2034 |
RELAY-MODE
METHOD TO DRIVE CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50538 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 09/21/2016 | 15/271874 | 04/10/2018 | 9941671 | Granted | 09/21/2036 |
AIR-FREE
CAP END
DESIGN FOR CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50538 |
1 |
IGNITION -
ACIS |
United
States |
Regular | Division | National | 04/09/2018 | 15/948238 | Filed |
AIR-FREE
CAP END
DESIGN FOR CORONA IGNITION SYSTEM |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
50597 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 01/19/2017 | 15/409694 | Filed |
CORONA IGNITER
WITH HERMETIC COMBUSTION SEAL ON INSULATOR INNER DIAMETER |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50690 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 03/15/2017 | 15/459753 | Filed |
ADVANCED
IGNITION COIL WIRES |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50734 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 03/26/2018 | 15/935540 | Filed |
IGNITOR
ASSEMBLY WITH IMPROVED INSULATOR AND METHOD OF INSULATING THE IGNITER ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50831 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 04/10/2018 | 15/949296 | Filed |
IGNITER
ASSEMBLY, INSULATOR THEREFOR AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50851 |
IGNITION -
ACIS |
United
States |
Provisional
Filing |
Original Filing | National | 01/04/2018 | 62/613518 | Filed | 01/04/2019 |
SHAPED COLLET
FOR ELECTRICAL STRESS GRADING IN CORONA IGNITION SYSTEMS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50898 |
IGNITION -
ACIS |
United
States |
Regular | Original Filing | National | 08/27/2018 | 16/113177 | Filed |
CORONA IGNITER
FIRING END ELECTRODE TIP WITH DUAL METAL RIVETS AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
25609 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/20/1998 | 09/175437 | 10/17/2000 | 6132277 | Granted | 10/20/2018 |
APPLICATION OF
PRECIOUS METAL TO SPARK PLUG ELECTRODE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30063 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 07/27/2000 | 09/626759 | 07/02/2002 | 6412465 | Granted | 07/27/2020 |
IGNITION DEVICE
HAVING A FIRING TIP FORMED FROM ATTRIUM- STABILIZED PLATINUM- TUNGSTEN ALLOY |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30212 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
09/15/2002 | 10/486962 | 01/29/2008 | 7323810 | Granted | 06/28/2023 |
A SPARK PLUG
FOR AN INTERNAL COMBUSTION ENGINE |
FEDERAL-
MOGUL SA (AUBANGE) |
PT | ||||||||||||||||||||
30297 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Reissue Patent | Original Filing | National | 03/10/2009 | 12/401120 | 09/14/2010 | RE41672E | Granted | 11/05/2022 | SPARK PLUG |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
PT | |||||||||||||||||||
30664 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/08/2005 | 11/164042 | 07/07/2009 | 7557495 | Granted | 03/31/2027 |
LASER CAPPING
WELD REINFORCEMENT OF NOBLE METAL PAD |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30712 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/09/2004 | 10/984135 | 01/30/2007 | 7169723 | Granted | 11/09/2024 |
CERAMIC WITH
IMPROVED HIGH- TEMPERATURE ELECTRICAL PROPERTIES FOR USE AS A SPARK PLUG INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
30712 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 12/18/2006 | 11/611946 | 09/21/2010 | 7799717 | Granted | 11/09/2024 |
SPARK PLUG
HAVING A CERAMIC WITH IMPROVED HIGH- TEMPERATURE FOR USE AS A SPARK PLUG INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40034 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/20/2004 | 10/969492 | 10/28/2008 | 7443088 | Granted | 02/28/2027 |
COAXIAL TWIN-
SPARK PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40105(IT 2882) |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
04/19/2005 | 11/587653 | 08/17/2010 | 7775187 | Granted | 04/19/2025 |
FM/SIEMENS - A
GLOW PLUG HEAD EQUIPPED WITH A PRESSURE SENSOR |
FEDERAL-
MOGUL IGNITION SrL |
PT | ||||||||||||||||||||
40304 KEEP OPEN |
3 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/07/2012 | 13/607224 | 11/08/2016 | 9490609 | Granted | 02/12/2027 |
METALLIC
INSULATOR COATING FOR HIGH CAPACITY SPARK PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40304 keep open |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 02/12/2007 | 11/673815 | 10/02/2012 | 8278808 | Granted | 11/08/2028 |
METALLIC
INSULATOR COATING FOR HIGH CAPACITY SPARK PLUG |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
40309 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/21/2009 | 12/563625 | 12/20/2011 | 8079136 | Granted | 06/12/2030 |
METHOD FOR
FORMING LAYERED HEATING ELEMENT FOR A GLOW PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40366 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/16/2006 | 11/454995 | 10/28/2008 | 7443089 | Granted | 05/02/2027 |
SPARK PLUG WITH
TAPERED FIRED-IN SUPPRESSOR SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40469 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/19/2007 | 11/765179 | 10/05/2010 | 7808165 | Granted | 05/01/2028 |
SPARK PLUG WITH
FINE WIRE GROUND ELECTRODE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40472 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/20/2006 | 11/602146 | 04/21/2009 | 7521850 | Granted | 11/20/2026 |
SPARK PLUG WITH
MULTI-LAYER FIRING TIP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40472 |
3 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/20/2006 | 11/602169 | 03/02/2010 | 7671521 | Granted | 11/20/2026 |
SPARK PLUG WITH
MULTI-LAYER ELECTRODE FIRING TIP |
FEDERAL-
MOGUL WORLD WIDE LLC |
60/737963 | PT | ||||||||||||||||||
40472 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/20/2006 | 11/602028 | 09/01/2009 | 7581304 | Granted | 02/11/2027 |
METHOD OF
FORMING A SPARK PLUG WITH MULTI- LAYER FIRING TIP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40472 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 03/25/2009 | 12/410847 | 05/24/2011 | 7948159 | Granted | 02/27/2027 |
SPARK PLUG WITH
MULTI-LAYER FIRING TIP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40497 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 09/06/2006 | 11/516920 | 08/03/2010 | 7768183 | Granted | 08/22/2027 |
EXTENSION SPARK
PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40515 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/08/2006 | 11/500850 | 12/14/2010 | 7851984 | Granted | 09/02/2026 |
IGNITION DEVICE
HAVING A REFLOWED FIRING TIP AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40555 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/18/2007 | 11/764528 | 11/02/2010 | 7823556 | Granted | 06/18/2027 |
ELECTRODE
MATERIAL FOR SPARK PLUGS AND THE LIKE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40556 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 09/25/2006 | 11/534718 | 04/21/2009 | 7521849 | Granted | 04/25/2027 |
SPARK PLUG WITH
WELDED SLEEVE ON ELECTRODE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40613 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/03/2007 | 11/833810 | 09/14/2010 | 7795791 | Granted | 08/03/2027 |
ONE-PIECE
SHELL,
HIGH THREAD SPARK PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40652 |
6 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/19/2007 | 11/765060 | 03/24/2009 | 7508121 | Granted | 06/19/2027 |
SMALL BORE
DIAMETER AND/ OR RATIO |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40652 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/19/2007 | 11/765032 | 09/15/2009 | 7589460 | Granted | 06/19/2027 |
SMALL DIAMETER/
LONG REACH SPARK PLUG WITH RIMMED HEMISPHERICAL SPARKING TIP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40652 |
4 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/19/2007 | 11/765051 | 08/11/2009 | 7573185 | Granted | 10/06/2027 |
SMALL DIAMETER/
LONG REACH SPARK PLUG WITH IMPROVED INSULATOR DESIGN |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40684 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation | National | 01/12/2009 | 12/351240 | 05/04/2010 | 7707985 | Granted | 06/18/2027 |
ELECTRODE FOR
AN IGNITION DEVICE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40684 |
3 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 03/17/2010 | 12/726048 | 01/11/2011 | 7866294 | Granted | 01/12/2029 |
ELECTRODE FOR
AN IGNITION DEVICE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40689 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 04/05/2007 | 11/697124 | 08/04/2009 | 7569979 | Granted | 05/24/2027 | SPARK PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40699 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 05/08/2007 | 11/745736 | 10/06/2009 | 7598661 | Granted | 07/15/2027 |
SPARK PLUG
INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40699 |
IGNITION -
AUTOMOTIVE |
United
States |
Re-Examination | Original Filing | National | 06/17/2016 | 90/013748 | Filed |
SPARK PLUG
INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||||||
40703 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/23/2011 | 13/243543 | 06/25/2013 | 8471450 | Granted | 08/22/2028 |
CERAMIC
ELECTRODE, IGNITION DEVICE THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
40703 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/22/2008 | 12/200244 | 10/25/2011 | 8044561 | Granted | 05/16/2029 |
CERAMIC
ELECTRODE, IGNITION DEVICE THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
03/04/2010 | US2010/0052497 | PT | ||||||||||||||||||
40703 |
4 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 10/29/2014 | 14/526862 | 01/05/2016 | 9231381 | Granted | 09/03/2031 |
IGNITION DEVICE,
INCLUDING CERAMIC ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
40703 |
3 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation | National | 05/21/2013 | 13/898898 | 12/02/2014 | 8901805 | Granted | 09/03/2031 |
CERAMIC
ELECTRODE, IGNITION DEVICE THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
40705 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 09/26/2007 | 11/861834 | 09/27/2011 | 8026654 | Granted | 08/17/2028 |
IGNITION DEVICE
HAVING AN INDUCTION WELDED AND LASER WELD REINFORCED FIRING TIP AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40705 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/18/2007 | 11/624272 | 04/12/2011 | 7923909 | Granted | 10/18/2028 |
IGNITION DEVICE
HAVING AN ELECTRODE WITH PLATINUM FIRING TIP AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40718 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/15/2007 | 11/763786 | 06/28/2011 | 7969077 | Granted | 06/15/2027 | SPARK PLUG |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40753 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/29/2008 | 12/201567 | 10/19/2010 | 7816845 | Granted | 08/29/2028 |
CERAMIC
ELECTRODE FOR SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
40754 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 08/17/2011 | 13/211539 | 09/25/2012 | 8272909 | Granted | 05/16/2028 |
SMALL DIAMETER
SPARK PLUG WITH A RESISTIVE SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40754 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 05/16/2008 | 12/121821 | 09/06/2011 | 8013502 | Granted | 11/26/2029 |
SMALL DIAMETER
SPARK PLUG WITH A RESISTIVE SEAL |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
40755 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 12/01/2010 | 12/957757 | 09/06/2011 | 8012898 | Granted | 12/20/2026 |
See 30712 CERAMIC
WITH IMPROVED HIGH TEMPERATURE ELECTRICAL PROPERTIES FOR USE AS A SPARK PLUG INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40755 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 12/20/2006 | 11/642210 | 12/28/2010 | 7858547 | Granted | 09/17/2027 |
See 30712 CERAMIC
WITH IMPROVED HIGH TEMPERATURE ELECTRICAL PROPERTIES FOR USE AS A SPARK PLUG INSULATOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40762 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/07/2008 | 12/044155 | 11/02/2010 | 7825573 | Granted | 03/07/2028 |
14 MM EXTENSION
SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
40865 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
06/28/2007 | 12/307841 | 06/12/2012 | 8196459 | Granted | 11/08/2028 |
[FM/Continental]
SPARK PLUG INCORPORATING A PRESSURE SENSOR [Bougie dallumage integrant un capteur de pression] |
FEDERAL-
MOGUL IGNITION SrL |
01/10/2008 |
WO/
2008/003846 |
PT | ||||||||||||||||||
41044 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/29/2008 | 12/740438 | 10/14/2014 | 8860291 | Granted | 05/11/2031 |
FM/SIEMENS -
SPARK IGNITION DEVICE WITH INTEGRAL COMBUSTION SENSOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41065 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
09/04/2009 | 13/062346 | 11/04/2014 | 8875565 | Granted | 05/01/2030 |
FM/CONTINENTAL
- Device with an integral pressure sensor for measuring pressures in an internal combustion engine |
FEDERAL-
MOGUL ITALY S.r.L. |
06/17/2010 |
WO/
2010/066956 |
PT | ||||||||||||||||||
41084 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/29/2008 | 12/201590 | 10/25/2011 | 8044565 | Granted | 03/30/2029 |
COMPOSITE
CERAMIC ELECTRODE IGNITION DEVICE THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
02/16/2012 | 20120038262 | PT | ||||||||||||||||||
41084 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 10/24/2011 | 13/279862 | 02/26/2013 | 8384279 | Granted | 03/30/2029 |
COMPOSITE
CERAMIC ELECTRODE IGNITION DEVICE THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41105 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/17/2008 | 12/271948 | 11/27/2012 | 8319153 | Granted | 09/20/2031 |
REDUCED
DIAMETER CONNECTION, METAL PROBE TO GLOWPLUG SHELL [GLOW PLUG WITH METALLIC HEATER PROBE] |
FEDERAL-
MOGUL ITALY S.r.L. |
PT | ||||||||||||||||||||
41138 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation | National | 08/01/2013 | 13/957025 | 04/05/2016 | 9304059 | Granted | 06/23/2030 |
[F-M &
Continental]
SPARK PLUG WITH COMBUSTION SENSOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41138 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/29/2010 | 12/696456 | 08/13/2013 | 8505366 | Granted | 04/15/2031 |
[F-M &
Continental]
SPARK PLUG WITH COMBUSTION SENSOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41139 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/29/2010 | 12/696532 | 11/12/2013 | 8578762 | Granted | 02/18/2031 |
[F-M &
Continental]
SPARK PLUG WITH INTEGRAL COMBUSTION SENSOR AND ENGINE THEREWITH |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41205 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/14/2009 | 12/541425 | 06/28/2011 | 7969268 | Granted | 08/14/2029 |
IGNITION COIL
WITH SPACED SECONDARY SECTOR WINDINGS |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41212 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 03/24/2014 | 14/223216 | 07/17/2018 | 10027092 | Granted | 02/08/2031 |
SPARK IGNITION
DEVICE FOR AN INTERNAL COMBUSTION ENGINE AND CENTRAL ELECTRODE ASSEMBLY THEREFOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41212 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 12/15/2009 | 12/638597 | 04/29/2014 | 8707922 | Granted | 11/27/2032 |
SPARK IGNITION
DEVICE FOR AN INTERNAL COMBUSTION ENGINE AND CENTRAL ELECTRODE ASSEMBLY THEREFOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41212 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 07/16/2018 | 16/036062 | Filed |
SPARK IGNITION
DEVICE FOR AN INTERNAL COMBUSTION ENGINE AND CENTRAL ELECTRODE ASSEMBLY THEREFOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
41259 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/14/2009 | 12/541442 | 04/24/2012 | 8164241 | Granted | 04/10/2030 |
EXTENSION-TYPE
SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41330 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/19/2009 | 12/581539 | 03/25/2014 | 8680758 | Granted | 02/27/2032 |
SPARK PLUG
HAVING A PLASTIC UPPER INSULATOR AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41402 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/12/2010 | 12/855229 | 10/16/2012 | 8288927 | Granted | 08/12/2030 |
SPARK PLUG
INCLUDING ELECTRODES WITH LOW SWELLING RATE AND HIGH CORROSION RESISTANCE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41402 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/14/2012 | 13/617237. | 08/26/2014 | 8816577 | Granted | 09/17/2030 |
SPARK PLUG
INCLUDING ELECTRODES WITH LOW SWELLING RATE AND HIGH CORROSION RESISTANCE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41438 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/30/2010 | 12/749570 | 08/07/2012 | 8237341 | Granted | 10/02/2030 |
SPARK IGNITION
DEVICE WITH BRIDGING GROUND ELECTRODE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41445 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 07/15/2010 | 12/837026 | 11/05/2013 | 8575829 | Granted | 01/12/2031 |
SPARK PLUG
INCLUDING HIGH TEMPERATURE PERFORMANCE ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41485 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/31/2010 | 12/750775 | 10/07/2014 | 8853924 | Granted | 12/05/2031 |
SPARK IGNITION
DEVICE FOR AN INTERNAL COMBUSTION ENGINE, METAL SHELL THEREFOR AND METHODS OF CONSTRUCTION THEREOF (41696 is a supplement) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41647 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 08/26/2010 | 12/869259 | 12/24/2013 | 8614542 | Granted | 10/26/2031 |
ALUMINA
CERAMIC FOR SPARK PLUG INSULATOR |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41668 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/15/2010 | 12/816035 | 10/16/2012 | 8289117 | Granted | 08/11/2030 |
IGNITION COIL
WITH ENERGY STORAGE AND TRANSFORMATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41671 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 10/20/2014 | 14/518166 | 01/12/2016 | 9236713 | Granted | 01/13/2032 |
SPARK PLUG
HAVING IMPROVED GROUND ELECTRODE ORIENTATION AND METHOD OF FORMING [INGITOR DEVICE HAVING A THREADED INSTALLATION FEATURE WITH AN IGNITOR FEATURE ORIENTED IN A PREDETERMINED ANGULAR RELATION RELATIVE TO THE THREADED INSTALLATION FEATURE AND METHOD OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41671 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/13/2012 | 13/350140 | 10/21/2014 | 8866369 | Granted | 02/28/2032 |
SPARK PLUG
HAVING IMPROVED GROUND ELECTRODE ORIENTATION AND METHOD OF FORMING [INGITOR DEVICE HAVING A THREADED INSTALLATION FEATURE WITH AN IGNITOR FEATURE ORIENTED IN A PREDETERMINED ANGULAR RELATION RELATIVE TO THE THREADED INSTALLATION FEATURE AND METHOD OF CONSTRUCTION THEREOF] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41683 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/15/2012 | 13/620786 | 02/04/2014 | 8641467 | Granted | 05/14/2030 |
SPARK IGNITION
DEVICE AND GROUND ELECTRODE THEREFOR AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41683 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 09/15/2012 | 13/620783 | 02/04/2014 | 8643262 | Granted | 05/14/2030 |
SPARK IGNITION
DEVICE AND GROUND ELECTRODE THEREFOR AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41683 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 05/14/2010 | 12/780166 | 10/16/2012 | 8288930 | Granted | 10/22/2030 |
SPARK IGNITION
DEVICE AND GROUND ELECTRODE THEREFOR AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41696 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 03/22/2012 | 13/427043 | 11/25/2014 | 8896194 | Granted | 01/12/2033 |
SPARK PLUG -
LASER WELD GROUND ELECTRODE TO SHELL (supplement to 41485) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41698 |
2 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 12/19/2014 | 14/577174 | 12/22/2015 | 9219351 | Granted | 08/28/2028 |
CERAMIC
ELECTRODE TIP FOR SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41698 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 10/24/2011 | 13/279418 | 12/24/2013 | 8614541 | Granted | 08/28/2028 |
CERAMIC
ELECTRODE TIP FOR SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41698 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 11/20/2013 | 14/085293 | 01/13/2015 | 8933617 | Granted | 08/28/2028 |
CERAMIC
ELECTRODE TIP FOR SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
41858 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/08/2013 | 14/048368 | 05/10/2016 | 9337624 | Granted | 02/02/2034 |
ELECTRODE
MATERIAL FOR A SPARK PLUG AND METHOD OF MAKING THE SAME |
FEDERAL-
MOGUL IGNITION COMPANY |
04/17/2014 | US2014/0103792 | PT | ||||||||||||||||||
41897 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/15/2012 | 13/524054 | 07/09/2013 | 8482188 | Granted | 06/15/2032 |
SPARK PLUG
ELECTRODE WITH NANOCARBON ENHANCED COPPER CORE [ELECTRODES WITH NANOCARBON ENHANCED COPPER MATRIX COMPOSITE CORE IN SPARK PLUGS] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41979 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 09/16/2013 | 14/028269 | 02/21/2017 | 9573218 | Granted | 02/03/2035 |
WELDING SYSTEM
FOR ATTACHING FIRING TIPS TO SPARK PLUG ELECTRODES [ROBOTIC PULSE WELD GROUND WIRE BALLS] |
FEDERAL-
MOGUL IGNITION COMPANY |
03/27/2014 | 2014/0083982 | PT | ||||||||||||||||||
41985 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 05/09/2013 | 13/890661 | 03/17/2015 | 8981634 | Granted | 05/09/2033 |
SPARK PLUG WITH
INCREASED MECHANICAL STRENGTH |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42013 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 09/21/2012 | 13/624316 | 10/29/2013 | 8569940 | Granted | 09/21/2032 |
SPARK PLUG
FIRING END CONFIGUARATION [HIGH IGNITABILITY SPARK PLUG DESIGN #1] |
FEDERAL-
MOGUL IGNITION COMPANY |
03/28/2013 | 20130076224 | PT | ||||||||||||||||||
42014 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/28/2012 | 13/535505 | 08/27/2013 | 8519607 | Granted | 06/28/2032 |
SPARK PLUG
ELECTRODE CONFIGURATION [HIGH IGNITABILITY SPARK PLUG DESIGN #2] |
FEDERAL-
MOGUL IGNITION COMPANY |
01/13/2013 | 2013/0002122 | PT | ||||||||||||||||||
42138 |
1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Division | National | 05/11/2015 | 14/709004 | 04/18/2017 | 9627856 | Granted | 12/13/2031 |
JDA w Trimac -
ELECTRON BEAM WELDED ELECTRODES FOR INDUSTRIAL SPARK PLUGS (add 2 inventors Bayer & McIntosh) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||
42138 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 12/13/2011 | 13/324054 | 05/12/2015 | 9028289 | Granted | 01/30/2033 |
JDA w Trimac -
ELECTRON BEAM WELDED ELECTRODES FOR INDUSTRIAL SPARK PLUGS (add 2 inventors Bayer & McIntosh) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42209 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 11/11/2013 | 14/076840 | 07/04/2017 | 9698573 | Granted | 12/13/2034 |
EXTRUDED
INSULATOR FOR SPARK PLUG AND METHOD OF MAKING THE SAME |
FEDERAL-
MOGUL IGNITION COMPANY |
PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
42209 | 1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation | National | 05/25/2017 | 15/605223 | Filed |
EXTRUDED
INSULATOR FOR SPARK PLUG AND METHOD OF MAKING THE SAME |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||||
42241 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 12/10/2012 | 13/709237 | 02/04/2014 | 8643263 | Granted | 12/10/2032 |
IMPROVEMENTS
TO INSULATOR STRENGTH BY SEAT GEOMETRY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42278 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 02/05/2014 | 14/173451 | 07/14/2015 | 9083156 | Granted | 02/05/2034 |
ELECTRODE CORE
MATERIAL FOR SPARK PLUGS [COPPER CORED ELECTRODES IN SPARK PLUGS] |
FEDERAL-
MOGUL IGNITION COMPANY |
08/21/2014 | US20140232254 | PT | ||||||||||||||||||
42317 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/11/2014 | 14/204281 | 06/02/2015 | 9048635 | Granted | 03/11/2034 |
SPARK PLUG
WITH LASER KEYHOLE WELD ATTACHING GROUND ELECTRODE TO SHELL (see 50037) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42318 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/17/2014 | 14/216094 | 05/16/2017 | 9651306 | Granted | 09/13/2034 |
METHOD FOR
DRYING SEAL MATERIALS FOR IGNITION DEVICES |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42331 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 08/08/2013 | 13/962496 | 06/06/2017 | 9673593 | Granted | 03/05/2035 |
SPARK PLUG
HAVING FIRING PAD [IDF #1 - LOCATION OF LASER WELD WHEN WELDING THROUGH PRECIOUS METAL SPARKING SURFACE] |
FEDERAL-
MOGUL IGNITION COMPANY |
02/13/2014 | 2014/0042892 | PT | ||||||||||||||||||
42331 | 1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation | National | 05/03/2017 | 15/585907 | Filed |
SPARK PLUG
HAVING FIRING PAD [IDF #1 - LOCATION OF LASER WELD WHEN WELDING THROUGH PRECIOUS METAL SPARKING SURFACE] |
FEDERAL-
MOGUL IGNITION COMPANY |
08/17/2017 | 2017/0237235 | PT | ||||||||||||||||||||
42332 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/03/2013 | 13/908255 | 09/08/2015 | 9130356 | Granted | 01/30/2034 |
SPARK PLUG
HAVING A THIN NOBLE METAL FIRING PAD [IDF #2 - HIGH SURFACE AREA / VOLUME PRECIOUS METAL SPARK PLUG DESIGN] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42333 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 10/17/2013 | 14/056536 | 04/19/2016 | 9318879 | Granted | 11/20/2033 |
SPARK PLUG
HAVING FIRING PAD [IDF #3 - CHARACTERISTICS OF LASER WELD WHEN WELDING THROUGH PRECIOUS METAL SPARKING SURFACE] |
FEDERAL-
MOGUL IGNITION COMPANY |
04/24/2014 | 2014/0111078 | PT | ||||||||||||||||||
42335 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/28/2014 | 14/166145 | 05/26/2015 | 9041274 | Granted | 01/28/2034 |
SPARK PLUG
HAVING FIRING PAD [IDF #5 - HIGH EXPOSURE PRECIOUS METAL SPARKING SURFACE SPARK PLUG DESIGN] |
FEDERAL-
MOGUL IGNITION COMPANY |
07/31/2014 | US20140210334 | PT | ||||||||||||||||||
42335 | 1 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 04/28/2015 | 14/698339 | 01/05/2016 | 9231379 | Granted | 01/28/2034 |
SPARK PLUG
HAVING FIRING PAD [IDF #5 - HIGH EXPOSURE PRECIOUS METAL SPARKING SURFACE SPARK PLUG DESIGN] |
FEDERAL-
MOGUL IGNITION COMPANY |
07/31/2014 | US20140210334 | PT | |||||||||||||||||
42395 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 02/14/2014 | 14/180745 | 09/08/2015 | 9130357 | Granted | 02/17/2034 |
METHOD OF
CAPACITIVE DISCHARGE WELDING FIRING TIP TO SPARK PLUG ELECTRODE [SEE IG-41979 - 2 ideas in that IDF - ROBOTIC RESISTANCE GROUND WIRE BALLS] |
FEDERAL-
MOGUL IGNITION COMPANY |
08/28/2014 | 20140239796 | PT | ||||||||||||||||||
50037 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 03/12/2014 | 14/206121 | 01/20/2015 | 8937427 | Granted | 03/12/2034 |
METHOD OF
MANUFACTURING SPARK PLUG (See 42317) |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
50059 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 04/18/2017 | 15/490061 | Filed |
SPARK PLUG
INSULATOR AND METHOD OF MAKING THE SAME [FAST FIRING OF ALUMINA CERAMICS] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||||||
50328 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 01/26/2016 | 15/005426 | Filed |
METHOD AND
TOOLING FOR MAKING AN INSULATOR FOR A CONDITION SENSING SPARK PLUG [SPARK PLUG FOR MEASURING ENGINE TEMPERATURES] |
FEDERAL-
MOGUL IGNITION COMPANY |
07/28/2016 | 2016/0218488 | PT | |||||||||||||||||||||
50416 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 06/13/2016 | 15/180606 | 05/15/2018 | 9972978 | Granted | 06/24/2036 |
IMPROVED SPARK
PLUG GASKET AND METHOD OF ATTACHING SAME |
FEDERAL-
MOGUL IGNITION COMPANY |
12/15/2016 | 2016/0365706 | PT | ||||||||||||||||||
50494 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Original Filing | National | 07/24/2017 | 15/661282 | Filed |
SPARK PLUG
WITH A SUPPRESSOR THAT IS FORMED AT LOW TEMPERATURE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||||||
50579 |
IGNITION -
AUTOMOTIVE |
United
States |
Regular | Continuation-In-Part | National | 01/26/2017 | 15/417007 | 02/13/2018 | 9893496 | Granted | 10/05/2035 |
Related to 41671 -
SPARK PLUG HAVING IMPROVED GROUND ELECTRODE ORIENTATION AND METHOD OF FORMING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42519 [09E596) |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/31/2015 | 14/674470 | 10/10/2017 | 9787063 | Granted | 08/03/2035 |
Seal ring for a spark
plug of a combustion engine, spark plug and combustion engine [Dichtring für eine Zündkerze eines Verbrennungsmotors, Zündkerze und Verbrennungsmotor] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42522 [10E639] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/30/2015 | 14/672383 | 09/13/2016 | 9444228 | Granted | 03/30/2035 |
SPARK PLUG
[POKAL ZUNDKERZE (OHNE ISOLATORFUSS] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42524 [11E662] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/19/2016 | 15/240222 | 05/16/2017 | 9653887 | Granted | 08/19/2036 |
SPARK PLUG FOR
A PRECHAMBER INTERNAL COMBUSTION ENGINE [ZUNDKERZE MIT RINGELEKTRODE FUR GASMOTOREN MIT GESPULTER VORKAMMER] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42525 [11E672] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/07/2015 | 14/821417 | 10/03/2017 | 9780536 | Granted | 09/02/2035 |
Spark Plug with
Interference- Suppressor Element |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42526 [11E678] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/10/2016 | 15/233668 | 07/10/2018 | 10020640 | Granted | 08/10/2036 | SPARK PLUG |
FEDERAL-
MOGUL IGNITION GmbH |
02/16/2017 | 2017/0047712 | PT | ||||||||||||||||||
42526 [11E678] | 1 |
IGNITION -
GERMANY |
United
States |
Regular | Continuation | National | 06/07/2018 | 16/002773 | Filed | SPARK PLUG |
FEDERAL-
MOGUL IGNITION GmbH |
02/16/2017 | 2017/0047712 | PT | ||||||||||||||||||||
42530 [12E710] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/21/2014 | 14/465026 | 02/07/2017 | 9562510 | Granted | 03/06/2035 |
Spark Plug for a
Gas-Powered Internal Combustion Engine [Zündkerze für eine stationäre, mit Gas befeuerte Brennkraftmaschine] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42539 [BE09E116 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 12/15/2010 | 12/969245 | 11/18/2014 | 8890396 | Granted | 05/28/2031 |
Spark plug for
combustion engines with gas. |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42540 [BE09E119 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/15/2011 | 13/048067 | 07/02/2013 | 8476816 | Granted | 05/14/2031 |
Spark plug and
manufacturing method |
FEDERAL-
MOGUL IGNITION GmbH |
2011/227472 | PT | |||||||||||||||||||
42541 [BE09E120 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 07/15/2011 | 13/135819 | 12/17/2013 | 8610342 | Granted | 07/15/2031 |
Spark plug and
manufacturing method |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42546 [BE09E159 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 04/07/2011 | 13/082218 | 06/25/2013 | 8471449 | Granted | 04/07/2031 |
ATTACHING A
PRECIOUS METAL COMPONENT TO A SPARK PLUG AND SPARK PLUG HAVING THE SAME |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42548 [BE09E195 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/16/2012 | 13/420287 | 03/25/2014 | 8680757 | Granted | 03/16/2032 |
spark plug and
manufacturing method |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42549 [BE09E222 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 12/21/2011 | 13/334055 | 11/18/2014 | 8890398 | Granted | 12/24/2032 |
Spark plug for spark
ignition engine, has center electrode inserted in insulator through protruded front ends and is electrically connected to metallic connecting pin, where metallic connecting pin is projected over rear end of insulator |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42550 [BE09E235 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/22/2013 | 13/973247 | 07/14/2015 | 9083154 | Granted | 08/22/2033 | SPARK PLUG |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42559 [9886] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 10/18/2000 | 09/690887 | 06/24/2003 | 6583538 | Granted | 10/18/2020 | Spark plug |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42560 [10113] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 04/09/2001 | 09/828357 | 03/16/2004 | 6705009 | Granted | 04/09/2021 | Spark plug |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42564 [11380] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 06/03/2003 | 10/452209 | 12/21/2004 | 6833658 | Granted | 06/03/2023 |
middle electrode with
precious metal reinforcement an a process for producing the same. |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
42567 [11977] |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/31/2006 | 11/278230 | 06/22/2010 | 7740513 | Granted | 03/31/2026 |
Method for producing
an electrode for spark plugs with noble metal chip |
FEDERAL-
MOGUL IGNITION GmbH |
10/05/2006 | 20060223406 | PT | ||||||||||||||||||
50140 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 02/09/2017 | 15/428895 | 08/22/2017 | 9742159 | Granted | 02/09/2037 | Shielded Spark Plug |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
50298 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 11/14/2014 | 14/932762 | 07/26/2016 | 9401587 | Granted | 11/14/2034 |
Method of
Manufacturing an Ignition Plug [MABGENAUE ZUNDGEOMETRIE FUR INDUSTRIEZUNDKERZEN] ADD INVENTOR: Thomas Steiner |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
50299 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 07/15/2016 | 15/211810 | 02/06/2018 | 9887520 | Granted | 07/15/2036 |
Method for
Producing a Spark Plug |
FEDERAL-
MOGUL IGNITION GmbH |
01/26/2017 | 2017/0025826 | PT | ||||||||||||||||||
50343 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 12/02/2015 | 14/956762 | 02/07/2017 | 9564740 | Granted | 12/02/2035 |
SPARK PLUG FOR
A GAS-POWERED INTERNAL COMBUSTION ENGINE [Zundkerze fur eine mit gas betriebene brennkraftmaschiene] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
50358 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 06/30/2016 | 15/199294 | 04/17/2018 | 9948066 | Granted | 08/10/2036 |
SPARK PLUG
[Zündkerze mit Finre Wire Masseelektroden] |
FEDERAL-
MOGUL IGNITION GmbH |
01/05/2017 | 2017/0005457 | PT | ||||||||||||||||||
50360 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 09/28/2016 | 15/278577 | 05/30/2017 | 9667037 | Granted | 09/28/2036 |
PRECHAMBER
SPARK PLUG FOR A GAS-POWERED INTERNAL COMBUSTION ENGINE |
FEDERAL-
MOGUL IGNITION GmbH |
04/13/2017 | 2017/0104316 | PT | ||||||||||||||||||
50521 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 09/14/2016 | 15/265602 | 07/04/2017 | 9698576 | Granted | 09/14/2036 |
MIM - METHOD
FOR MANUFACTURING AN IGNITION ELECTRODE FOR SPARK PLUGS AND SPARK PLUG MANUFACTURED THEREWITH |
FEDERAL-
MOGUL IGNITION GmbH |
03/23/2017 | 2017/0085061 | PT | ||||||||||||||||||
50521 | 1 |
IGNITION -
GERMANY |
United
States |
Regular | Continuation | National | 05/26/2017 | 15/606544 | 11/28/2017 | 9831640 | Granted | 09/14/2036 |
MIM - METHOD
FOR MANUFACTURING AN IGNITION ELECTRODE FOR SPARK PLUGS AND SPARK PLUG MANUFACTURED THEREWITH |
FEDERAL-
MOGUL IGNITION GmbH |
09/14/2017 | 2017/0264083 | PT | |||||||||||||||||
50577 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 12/15/2016 | 15/380323 | 10/24/2017 | 9800023 | Granted | 12/15/2036 |
SPARK PLUG
[Zündkerzenelektroden aus Dual Iridium- Nickelbasislegierung Sinter Part] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | ||||||||||||||||||||
50596 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 11/01/2017 | 15/800816 | Filed |
PRECHAMBER
SPARK PLUG FOR A GAS-POWERED INTERNAL COMBUSTION ENGINE, AND METHOD FOR MANUFACTURING SAME [Vorkammerzündkerze mit zweigeteiltem Körper] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
50701 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 08/14/2017 | 15/676134 | Filed |
SPARK PLUG AND
METHOD FOR ITS MANUFACTURING [Zündkreze mit Isolator - Fangsicherung] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
50747 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 05/07/2018 | 15/973096 | Filed |
Spark Plug with a
Conical Outer Seal Seat and a Captive Outer Seal Ring [Zündkerze mit konischem Außendichtsitz und unverlierbaren Außendichtring] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
50776 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/20/2018 | 15/926559 | Filed |
Pre-Chamber
Spark
Plug for Highly Stressed Mobile Gasoline-Driven Engine Applications [Vorkammerzündkerze mit Fine Wire Elektrodenanordnung] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
50781 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 04/04/2018 | 15/945048 | Filed |
Pre-Chamber
Spark
Plug With Defined Volume Ratio [Vorkammerzündkerze für benzinbetriebene Ottomotoren] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
50798 |
IGNITION -
GERMANY |
United
States |
Regular | Original Filing | National | 03/26/2018 | 15/935408 | Filed |
PRE-CHAMBER
SPARK PLUG WITH ORIENTATED OPENINGS [Vorkammerzündkerze mit orientierten Bohrungen] |
FEDERAL-
MOGUL IGNITION GmbH |
PT | |||||||||||||||||||||||
30495 | 1 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 03/17/2003 | 10/390075 | 04/26/2005 | 6885136 | Granted | 03/17/2023 |
JV w/ Johnson
Matthey - IGNITION DEVICE HAVING AN ELECTRODE FORMED FROM AN IRIDIUM- BASED ALLOY |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
09/23/2004 | 2004/0183418 | PT | |||||||||||||||||
30495 | 2 |
IGNITION -
IRIDIUM |
United
States |
Regular | Continuation-In-Part | National | 07/23/2004 | 10/897844 | 04/01/2008 | 7352120 | Granted | 04/06/2024 |
JV w/ Johnson
Matthey - IGNITION DEVICE HAVING AN ELECTRODE TIP FORMED FROM AN IRIDIUM-BASED ALLOY |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
PT | |||||||||||||||||||
40036 | 3 |
IGNITION -
IRIDIUM |
United
States |
Regular | Continuation | National | 07/21/2009 | 12/506314 | 07/05/2011 | 7973459 | Granted | 03/02/2024 |
SPARK PLUG
CONFIGURATION HAVING A NOBLE METAL TIP |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
11/19/2009 | 2009/0284118A1 | PT | |||||||||||||||||
40036 | 2 |
IGNITION -
IRIDIUM |
United
States |
Regular | Division | National | 07/02/2007 | 11/772553 | 08/04/2009 | 7569978 | Granted | 08/31/2024 |
SPARK PLUG
WITH IRIDIUM- BASED FIRING TIP |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
PT | |||||||||||||||||||
40037 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 02/26/2004 | 10/787280 | 01/20/2008 | 7323811 | Granted | 09/24/2024 |
NOBLE METAL
FIRING TIP FOR A SPARK PLUG ELECTRODE |
FEDERAL-
MOGUL IGNITION [UK] LIMITED |
PT | ||||||||||||||||||||
41421 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 11/24/2010 | 12/954262 | 09/25/2012 | 8274204 | Granted | 12/31/2030 |
SPARK PLUG
WITH PLATINUM- BASED ELECTRODE MATERIAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41446 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 11/24/2010 | 12/954061 | 07/23/2013 | 8492963 | Granted | 02/11/2031 |
SPARK PLUG
WITH VOLUME- STABLE ELECTRODE MATERIAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41597 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 11/24/2010 | 12/954011 | 09/25/2012 | 8274203 | Granted | 01/06/2031 |
ELECTRODE
MATERIAL FOR A SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41712 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 07/16/2013 | 13/943423 | 01/05/2016 | 9231380 | Granted | 09/02/2033 |
ENHANCED
MATERIAL FOR A SPARK PLUG [PARTICLE ENHANCE PREVIOUS METAL ELECTRODES] |
FEDERAL-
MOGUL IGNITION COMPANY |
01/16/2014 | 20140015399 | PT | ||||||||||||||||||
41713 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 01/03/2012 | 13/342709 | 06/25/2013 | 8471451 | Granted | 01/03/2032 |
RUTHENIUM-
BASED ELECTRODE MATERIAL FOR A SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
41714 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 02/22/2012 | 13/402437 | 06/24/2014 | 8760044 | Granted | 04/14/2032 |
ELECTRODE
MATERIAL FOR A SPARK PLUG [RHENIUM (RE) CONTAINING IRIDIUM (IR) AND RUTHENIUM (RU) BASED ALLOY ELECTRODES IN SPARK PLUGS] |
FEDERAL-
MOGUL IGNITION COMPANY |
08/23/2012 | 20120212119 | PT | ||||||||||||||||||
41747 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 07/28/2011 | 13/193121 | 05/07/2013 | 8436520 | Granted | 08/01/2031 |
ELECTRODE
MATERIAL FOR USE WITH A SPARK PLUG [HIGH WEAR RESISTANT PT ALLOY ELECTRODES IN SPARK PLUGS] |
FEDERAL-
MOGUL IGNITION COMPANY |
02/02/2012 | 20120025692 | PT | ||||||||||||||||||
41759 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 01/23/2012 | 13/355891 | 11/05/2013 | 8575830 | Granted | 02/24/2032 |
ELECTRODE
MATERIAL FOR A SPARK PLUG |
FEDERAL-
MOGUL IGNITION COMPANY |
08/02/2012 | 20120194056 | PT | ||||||||||||||||||
41921 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 10/24/2012 | 13/659297 | 04/14/2015 | 9004969 | Granted | 07/12/2033 |
SPARK PLUG
ELECTRODE AND SPARK PLUG MANUFACTURING METHOD [RUTHENIUM (RU) AND IRIDIUM (IR) BASED ALLOY ELECTRODES WITH PROTECTIVE METAL CLAD IN SPARK PLUGS] |
FEDERAL-
MOGUL IGNITION COMPANY |
04/24/2013 | 20130099654 | PT | ||||||||||||||||||
41978 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 06/26/2012 | 13/533264 | 07/01/2014 | 8766519 | Granted | 06/26/2032 |
ELECTRODE
MATERIAL FOR A SPARK PLUG [DISPERSED PARTICLE ENHANCED RU BASED ALLOY ELECTRODE] |
FEDERAL-
MOGUL IGNITION COMPANY |
01/03/2013 | 2013/0002121 | PT | ||||||||||||||||||
41990 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 05/20/2013 | 13/898016 | 11/18/2014 | 8890399 | Granted | 07/04/2033 |
METHOD OF
MAKING RUTHENIUM- BASED MATERIAL FOR SPARK PLUG ELECTRODE [DUCTILITY AND DURABILITY IMPROVEMENT OF RUTHENIUM (RU) BASED ALLOY BY MICROSTRUCTURE MODIFICATION] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42158 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 04/25/2013 | 13/870631 | Filed |
ELECTRODE
MATERIAL FOR A SPARK PLUG [RU BASED ALLOYS WITH IMPROVED FORMABILITY] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | |||||||||||||||||||||||
42270 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 06/20/2013 | 13/922632 | 03/17/2015 | 8979606 | Granted | 06/20/2033 |
METHOD OF
MANUFACTURING A SPARK PLUG ELECTRODE MATERIAL INTO A DESIRED FORM [FABRICATION (SWAGING AND WIRE DRAWING) OF POWDER METALLURGICAL RU ALLOYS] |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42275 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 03/07/2014 | 14/201335 | 06/14/2016 | 9368943 | Granted | 03/07/2034 |
SPARK PLUG
HAVING MULTI- LAYER SPARKING COMPONENT ATTACHED TO GROUND ELECTRODE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
42330 |
IGNITION -
IRIDIUM |
United
States |
Regular | Original Filing | National | 02/28/2014 | 14/193914 | 09/08/2015 | 9130358 | Granted | 02/28/2034 |
METHOD OF
MANUFACTURING SPARK PLUG ELECTRODE MATERIAL |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
40363(F8030) |
INDUSTRIAL &
NON-VEHICULAR BEARINGS |
United
States |
Regular | Original Filing | National | 12/15/2005 | 11300936 | 12/30/2008 | 7470065 | Granted | 12/15/2025 |
Gleitlagerelement
und Verfahren zur Herstellung einer gerollten Gleitlagerbuchse |
FEDERAL-
MOGUL DEVA GMBH |
08/10/2006 | 2006/0177166 | PT | ||||||||||||||||||
40760(F8044) |
INDUSTRIAL &
NON-VEHICULAR BEARINGS |
United
States |
Regular | Original Filing | National | 09/14/2007 | 11855535 | 01/22/2013 | 8357622 | Granted | 09/14/2027 |
Kunststoffgleitschicht
und Gleitelement mit einer solchen. |
FEDERAL-
MOGUL DEVA GMBH |
07/03/2008 | 2008/0160853 | PT | ||||||||||||||||||
41035(F8053) |
INDUSTRIAL &
NON-VEHICULAR BEARINGS |
United
States |
Regular | Original Filing | National | 02/15/2007 | 11/855512 | 07/24/2012 | 8226297 | Granted | 02/15/2027 |
Gewickelter Gleit-
Werkstoff auf Kunststoff.Basis und Verfahren zu seiner Herstellung |
FEDERAL-
MOGUL DEVA GMBH |
PT | ||||||||||||||||||||
25578 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 09/16/1998 | 09/154092 | 10/31/2000 | 6139334 | Granted | 09/16/2018 |
INTEGRAL
SOCKET BACKPLATE |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
30261 | 4 |
LIGHTING
JUAREZ |
United
States |
Regular | Continuation | National | 01/10/2005 | 11/032512 | 12/12/2006 | 7147521 | Granted | 05/29/2023 |
WIRING
JUNCTION BLOCK |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40380 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 02/15/2006 | 11/354674 | 10/23/2007 | 7284882 | Granted | 03/13/2026 |
LED LIGHT
MODULE ASSEMBLY |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40409 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 10/15/2007 | 11/872207 | 04/06/2010 | 7690950 | Granted | 10/15/2027 |
WIRING SYSTEM
AND CONNECTOR THEREFOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40409 | 1 |
LIGHTING
JUAREZ |
United
States |
Regular | Division | National | 03/08/2010 | 12/719498 | 04/26/2011 | 7931506 | Granted | 10/15/2027 |
WIRING SYSTEM
AND CONNECTOR THEREFOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40422 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 10/26/2006 | 11/553193 | 07/09/2013 | 8480275 | Granted | 07/23/2030 |
MOLDED LIGHT
SOCKET (See also 40969 CIP of this case) |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40493 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 11/17/2006 | 11/561045 | 10/20/2009 | 7604386 | Granted | 02/18/2027 |
LAMP ASSEMBLY
HAVING A SOCKET MADE FROM HIGH TEMPERATURE PLASTIC |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40792 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 11/12/2007 | 11/938549 | 11/17/2009 | 7618275 | Granted | 11/12/2027 | VENTED SOCKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
40969 |
LIGHTING
JUAREZ |
United
States |
Regular | Continuation-In-Part | National | 10/02/2008 | 12/243245 | 01/01/2013 | 8342727 | Granted | 07/25/2028 |
(THIS CASE IS A
CIP OF 40422) MOLDED ELECTRICAL SOCKET |
FEDERAL-
MOGUL IGNITION COMPANY |
PT | ||||||||||||||||||||
40994 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 08/20/2008 | 12/194959 | 08/23/2011 | 8003888 | Granted | 08/20/2028 |
ELECTRICAL
JUNCTION ADSSEMBLY FOR WIRING HARNESS |
FEDERAL-
MOGUL IGNITION COMPANY |
04/23/2009 | 2009/0101406 | PT | ||||||||||||||||||
41510 |
LIGHTING
JUAREZ |
United
States |
Regular | Original Filing | National | 03/15/2013 | 13/843570 | 05/24/2016 | 9347637 | Granted | 09/12/2033 |
VEHICLE LAMP
SOCKET ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
30681 |
MANUF.
TECHNOLOGY |
United
States |
Regular | Original Filing | National | 09/07/2004 | 10/935546 | 08/21/2007 | 7259351 | Granted | 09/07/2024 |
HEAT TREATING
ASSEMBLY AND METHOD |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40206 |
MANUF.
TECHNOLOGY |
United
States |
Regular | Original Filing | National | 05/23/2005 | 11/135469 | 07/15/2008 | 7400417 | Granted | 07/13/2026 |
DIFFRACTION
METHOD FOR MEASURING THICKNESS OF A WORKPART |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40354 |
MANUF.
TECHNOLOGY |
United
States |
Regular | Original Filing | National | 03/29/2006 | 11/391879 | 08/04/2009 | 7568409 | Granted | 03/29/2026 |
HYBRID
ORBITING SPINDLE FOR SHAPING NON-CIRCULAR HOLES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
00177 |
old *** SEALS &
GASKETS |
United
States |
Regular | Original Filing | National | 08/17/1999 | 09/375735 | 05/08/2001 | 6227784 | Granted | 08/17/2019 |
FASTENER
ASSEMBLY WITH VIBRATION ISOLATING FEATURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30007 |
old *** SEALS &
GASKETS |
United
States |
Regular | Original Filing | National | 04/02/2001 | 09/824449 | 12/31/2002 | 6499743 | Granted | 04/02/2021 |
GASKET WITH
DYNAMIC JOINT MOTION CONTROL |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30008 |
old *** SEALS &
GASKETS |
United
States |
Regular | Original Filing | National | 06/13/2000 | 09/592969 | 06/13/2006 | 7059609 | Granted | 07/28/2023 |
METAL GASKET
WITH COLD- FORMED STOPPER |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30029 |
old *** SEALS &
GASKETS |
United
States |
Regular | Original Filing | National | 03/25/2002 | 10/105519 | 12/30/2003 | 6669204 | Granted | 03/25/2022 |
CYLINDER HEAD
GASKET HAVING REINFORCED COMBUSTION SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
09/25/2003 |
US2003-
0178788 |
PT | ||||||||||||||||||
30046 | 1 |
old *** SEALS &
GASKETS |
United
States |
Regular | Original Filing | National | 05/31/2002 | 10/158814 | 01/27/2004 | 6682079 | Granted | 05/31/2022 |
METAL PLATE
GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
12/04/2003 |
US2003-
0222408 |
PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
30046 |
2 |
old ***
SEALS & GASKETS |
United States | Regular | Division | National | 11/20/2003 | 10/718935 | 10/03/2006 | 7114254 | Granted | 07/24/2023 | METAL PLATE GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
30206 |
old ***
SEALS & GASKETS |
United States | Regular | Original Filing | National | 10/25/2001 | 10/004071 | 03/28/2006 | 7017918 | Granted | 10/25/2021 | COMBUSTION STOPPER SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
05/01/2003 | US2003-0080514 | PT | ||||||||||||||||||
30246 |
1 |
old ***
SEALS & GASKETS |
United States | Regular | Original Filing | National | 02/25/2003 | 10/373913 | 08/23/2005 | 6931705 | Granted | 12/04/2023 |
CYLINDER LINER HAVING
MODIFIED COMBUSTION SEAL AND METHOD |
FEDERAL-
MOGUL WORLD WIDE LLC |
12/04/2003 | 2003-0221654A1 | PT | |||||||||||||||||
30287 |
1 |
old ***
SEALS & GASKETS |
United States | Regular | Original Filing | National | 11/07/2002 | 10/289891 | 04/20/2004 | 6722660 | Granted | 11/07/2022 | MOLDED GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
01/01/2004 | US2004-0000763 | PT | |||||||||||||||||
30287 |
2 |
old ***
SEALS & GASKETS |
United States | Regular | Division | National | 02/10/2004 | 10/775430 | 09/13/2005 | 6942827 | Granted | 11/07/2022 |
METHOD OF INJECTION
MOLDING A GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
02527 |
PISTON RINGS | United States | Regular | Original Filing | National | 11/30/1998 | 09203174 | 03/13/2001 |
6199274
B1 |
Granted | 11/30/2018 |
OELRINGE MIT
CKS-BESCHICHTUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
02583 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/15/2000 | 09/786570 | 01/07/2003 | 6503642 | Granted | 06/15/2020 | GDC-SCHICHT |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/18/2001 | 01/04386 | PT | ||||||||||||||||||
02632 |
PISTON RINGS | United States | Regular | Original Filing | National | 08/24/2001 | 09/935607 | 10/14/2003 | 6631908 | Granted | 08/24/2021 | KOMPRESSIONSKOLBENRING |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
02642 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/19/2000 | 10/169,774 | 10/10/2006 | 7117594B2 | Granted | 12/19/2020 |
OELABSTREIFKOLBENRING
SOWIE VERFAHREN ZUR HERSTELLUNG EINES OELABSTREIF- KOLBENRINGES |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/19/2002 | 0190476 | PT | ||||||||||||||||||
02666 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/17/2001 | 10/363341 | 05/03/2005 | 6887585 | Granted | 08/17/2021 |
KOLBENRING MIT
PULVERBESCHICHTUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/25/2003 | 2003-0180565 | PT | ||||||||||||||||||
02689 |
PISTON RINGS | United States | Regular | Original Filing | National | 06/03/2002 | 10/158836 | 04/27/2004 | 6726216 | Granted | 06/03/2022 |
OXIDIEREN VON
GAS-
UND
PLASMANITRIERTEN KOLBENRINGEN |
FEDERAL-
MOGUL FRIEDBERG GMBH |
12/05/2002 | 2002-0180157 | PT | ||||||||||||||||||
02701 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/17/2001 | 10/450220 | 02/21/2006 | 7001670B2 | Granted | 11/17/2021 |
WOLFRAMHALTIGE
VERSCHLEISSSCHUTZSCHICHT FUER KOLBENRINGE |
FEDERAL-
MOGUL BURSCHEID GMBH |
04/15/2004 | PT | |||||||||||||||||||
30324 (MW 2764) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/01/2003 | 10/505042 | 09/11/2007 | 7267344 | Granted | 02/01/2023 |
PVD-BESCHICHTUNGEN
FÜR
KOLBENRINGLUAFFLÄCHEN |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/28/2003 | WO03/070999 | PT | ||||||||||||||||||
30486 (MW 2805) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/18/2003 | 10/536665 | 04/20/2010 | 7699970 | Granted | 09/18/2023 |
STRUKTURIERTE
HARTCHROMSCHICHT UND VERFAHREN ZU DEREN HERSTELLUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
03/16/2006 | 2006-005450 | PT | ||||||||||||||||||
30486 (MW 2805) |
PISTON RINGS | United States | Regular | Division |
Patent
Cooperation Treaty |
01/07/2010 | 12/683890 | 10/02/2012 | 8277953 | Granted | 09/18/2023 |
STRUKTURIERTE
HARTCHROMSCHICHT UND VERFAHREN ZU DEREN HERSTELLUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/06/2010 | 2010/0112376 | PT | ||||||||||||||||||
30537 (MA 2820) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/31/2004 | 10551245 | 02/04/2009 | 7494129 | Granted | 01/31/2024 |
PISTON RING KOLBENRING
MIT ÜBER DEM UMFANG KONSTANTEM TWISTWINKEL DURCH ÜBER DEM UMFANG VARIIERENDER RINGWANDDICKE UND ÜBERLAGERTER KONSTANTER FASE ODER WINKEL- siehe Zeichnung - |
FEDERAL-
MOGUL BURSCHEID GMBH |
10/14/2004 | WO2004/088179 | PT | ||||||||||||||||||
40010 (MA 2865) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/17/2004 | 10583433 | 01/18/2011 | 7871078 | Granted | 11/17/2024 |
KOLBENRING MIT
AUFDAMPFBESCHICHTUNG UND SCHARF AUSGEPRAEGTER UNTERER LAUFKANTE |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/07/2005 | WO2005/061751 | PT | ||||||||||||||||||
40088(MW 2877) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/05/2005 | 11/587117 | 02/07/2012 | 8110087 | Granted | 01/05/2025 |
STRUKTURIERTE
GALVANISCH ERZEUGTE BESCHICHTUNG UND VERFAHREN ZU DEREN HERSTELLUNG |
FEDERAL-
MOGUL BURSCHEID GMBH |
03/13/2008 | US2008/0060945 | PT | ||||||||||||||||||
40598(MA3009) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/30/2006 | 12159428 | 06/19/2012 | 8201831 | Granted | 11/30/2026 |
PVD-Beschichtungen
für
Kolbenringe mit optimiertem Einlaufverhalten PVD-Coating for piston rings |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/19/2007 | WO2007/079834 | PT | ||||||||||||||||||
40625(MA3022) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/01/2007 | 12/444187 | 03/21/2017 | 9598763 | Granted | 10/01/2027 |
Kolbenring mit viellagig
strukturierter Verschleißschutzschicht |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
40626(MA3023) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/07/2007 | 12/377,789 | 08/14/2012 | 8241559 | Granted | 05/07/2027 |
Hochsiliciumhaltiger Stahlwerkstoff
für Kolbenringe und Zylinderlaufbüchsen Piston made of steel |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/21/2008 | WO2008/019717 | PT | ||||||||||||||||||
40657(MA3038) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/01/2007 | 12/444217 | Filed |
Kolbenring mit nonolagig
strukturierter Verschleißschutzschicht Piston ring with multi layer coating |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/07/2008 | WO2008/040695 | PT | |||||||||||||||||||||
40770(MA3053) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/18/2008 | 12/671,100 | 09/20/2016 | 9447490 | Granted | 07/18/2028 |
Kolbenring mit
Verschleißschutzschicht Piston ring coated with Al-nitrid |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/05/2009 | WO2009/016051 | PT | ||||||||||||||||||
40811(MA3058) |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/12/2008 | 12/664,462 | 09/25/2012 | 8273469 | Granted | 06/12/2028 |
Kolbenring mit
Verschleißschutzschicht auf der Basis von Dreistoffsystemen / PVD-Coating for piston rings (Zr, Cr, N) |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/18/2008 | 2008/152104 | PT | ||||||||||||||||||
40833 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/18/2007 | 12/527,051 | 01/22/2013 | 8356820 | Granted | 12/18/2027 |
Kolbenring mit
DLC-Einlaufschicht
und kleiner unterer Laufkante / Diamond like carbon coating on running face and PVD coating on ring flanks |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/21/2008 | WO2008/098534 | PT | ||||||||||||||||||
40834 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/30/2008 | 12527115 | 04/30/2013 | 8430410 | Granted | 01/30/2028 |
Verschleißschutz der
Kolbenringflanken durch PVD-Beschichtung PVD coating on flanks of piston rings |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/21/2008 | WO2008/098548 | PT | ||||||||||||||||||
40835 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/24/2008 | 12/527,152 | 08/07/2012 | 8235393 | Granted | 01/24/2028 |
Gekammerter Kolbenring mit
PVD-Beschichtung / Chambered Piston Ring coated with PVD |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/21/2008 | WO2008/098544 | PT | ||||||||||||||||||
40946 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/15/2008 | 12664536 | 02/12/2013 | 8371585 | Granted | 04/15/2028 |
Ölabstreifring mit
fertigungsfreundlicher Kontur Oilring with special running face |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/18/2008 | WO2008/151589 | PT | ||||||||||||||||||
41074 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/20/2009 | 12933181 | 07/16/2013 | 8484843 | Granted | 01/20/2029 |
Nanopartikel verstätkte
Beschichtungen für Kolbenringe thermal sprayed coating for piston rings with nanoparticles to increase the strength of the coating |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/23/2009 | WO/2009/115156 | PT | ||||||||||||||||||
41118 |
PISTON RINGS | United States | Regular | Division | National | 01/27/2014 | 14/164535 | 03/29/2016 | 9297421 | Granted | 01/04/2031 |
PISTON AND RING ASSEMBLY /
ENGINE INSTALLATION SYSTEM |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41118 |
PISTON RINGS | United States | Regular | Original Filing | National | 08/03/2010 | 12/849097 | 02/04/2014 | 8640314 | Granted | 07/18/2031 |
PISTON AND RING ASSEMBLY /
ENGINE INSTALLATION SYSTEM |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41125 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/18/2009 | 12936003 | 02/04/2014 | 8641046B2 | Granted | 03/18/2029 |
Gleitelement, insbesondere
Kolbenring, mit lebensdauerbeständiger und reibungsreduzierter Beschichtung bei optimalem Einlaufverhalten sliding element, especially piston ring, with operations life durable and low friction coating at ideal early-life behaviour |
FEDERAL-
MOGUL BURSCHEID GMBH |
10/08/2009 | WO2009/121719 | PT | ||||||||||||||||||
41126 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/22/2009 | 12/936158 | 12/25/2012 | 8337687 | Granted | 01/22/2029 |
Strukturierte Hartchromschicht mit
in deren Mikrorissnetzwerk eingelagerten Partikeln mit Erdalkalizusätzen Structured hard chrome layers with embeded hard particles with rare earth |
FEDERAL-
MOGUL BURSCHEID GMBH |
10/08/2009 | WO2009/121443 | PT | ||||||||||||||||||
41242 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/26/2009 | 13123580 | 02/18/2014 | 8652620B2 | Granted | 08/26/2029 |
Bearing, esp. piston ring, with
reduced friction during lifetime Gleitelement, insbesondere Kolbenring, mit reduzierter Reibung, während der Lebensdauer |
FEDERAL-
MOGUL BURSCHEID GMBH |
04/15/2010 | WO2010/040596 | PT | ||||||||||||||||||
41251 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/23/2009 | 13/259300 | 11/27/2012 | 8317938 | Granted | 11/23/2029 |
Nitrid capable cast steel material for
piston rings and cylinder liners. Nitrierfähiger Stahlgußwerkstoff für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/30/2010 | WO2010/108528 | PT | ||||||||||||||||||
41252 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/23/2009 | 13260476 | 05/16/2017 | 9650702 | Granted | 11/23/2029 |
High silicon containing chrome steel
material for piston rings and cylinder liners. Hochsiliciumhaltiger ChromstahlWerkstoff für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/30/2010 | WO2010/108529 | PT | ||||||||||||||||||
41252 |
2 | PISTON RINGS | United States | Regular | Division |
Patent
Cooperation Treaty |
03/25/2010 | 13/260437 | 02/11/2014 | 8,647,448 | Granted | 03/25/2030 |
High silicon containing chrome steel
material for piston rings and cylinder liners. Hochsiliciumhaltiger ChromstahlWerkstoff für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/30/2010 | WO2010/108685 | PT | |||||||||||||||||
41306 |
1 | PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/24/2010 | 13/321261 | 10/27/2015 | 9169547 | Granted | 02/24/2030 |
DLC coating typ
Aa-C
/
Gleitelement, insbesondere Kolbenring, mit lebensdauerbeständiger reibungsreduzierter Schutzschicht bei variablen Verschleißverhalten |
FEDERAL-
MOGUL BURSCHEID GMBH |
11/25/2010 | WO2010/133384 | PT | |||||||||||||||||
41306 |
2 | PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/19/2010 | 13/321689 | 03/24/2015 | 8986821 | Granted | 05/19/2030 |
DLC coating typ
Aa-C
/
Gleitelement, insbesondere Kolbenring, mit lebensdauerbeständiger reibungsreduzierter Schutzschicht bei variablen Verschleißverhalten |
FEDERAL-
MOGUL BURSCHEID GMBH |
11/25/2010 | WO2010/133633 | PT | |||||||||||||||||
41307 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/15/2009 | 13/124709 | 11/07/2017 | 9809885 | Granted | 10/15/2029 |
Piston ring with different portions of
hard coating and DLC-phases / Gleitelement, insbesondere Kolbenring, mit lebensdauerbeständiger Verschleißschutzschicht bei in-situ reibungsreduzierter Komponenten |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41320 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/04/2009 | 13/201172 | 10/04/2016 | 9458934 | Granted | 12/04/2029 |
PVD-coated
2 lip ring out of steel or
cast iron for compression ring PVD-beschichtet 2 Lippenring aus Stahl oder Guss als Kompressionsring |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/26/2010 | WO2010/094247 | PT | ||||||||||||||||||
41336 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/12/2009 | 13203559 | 11/12/2013 | 8580048 | Granted | 10/12/2029 |
High silicon chromium steel
material for piston rings and cylinder liners Hochsiliciumhaltiger ChrommanganstahlWerkstoff für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41337 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/13/2009 | 13203580 | 08/13/2013 | 8506727 | Granted | 10/13/2029 |
High silicium steel material with
primary carbid for piston rings and cylinder liners Hochsiliciumhaltiger stahl Werkstoff mit Primärkarbiden für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/22/2011 | 20110311391 | PT | ||||||||||||||||||
41338 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/26/2011 | 13/203596 | 02/10/2012 | 8277576 | Granted | 08/26/2031 |
Highsilicium manganese steel
material for piston rings and cylinder liners Hochsiliciumhaltiger Manganstahl-Werkstoff für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41339 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/13/2009 | 13/203609 | 11/11/2014 | 8882937 | Granted | 10/13/2029 |
High silicium steel material with bor
for piston rings and cylinder liners Hochsiliciumhaltiger Stahl Werkstoff mit Bor für Kolbenringe und Zylinderlaufbüchsen |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41411 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/24/2011 | 13/699898 | 07/12/2016 | 9388900 | Granted | 05/24/2031 |
Sliding element, in particular piston
ring, with a-C:H:Me wear coating / Gleitelement, insbesondere Kolbenring, mit lebensdauer- beständiger a-C:H:Me Verschleißschutzschicht |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/01/2011 | WO2011/147808 | PT | ||||||||||||||||||
41431 |
PISTON RINGS | United States | Regular | Division |
Patent
Cooperation Treaty |
12/10/2009 | 14813481 | 04/10/2018 | 9938626 | Granted | 03/19/2029 |
Sliding element with physical
coating bolstered up by nano particle / Gleitelement mit Nanopartikel- verstärkter physikalischer Beschichtung |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41431 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/10/2009 | 13/257396 | Filed |
Sliding element with physical
coating bolstered up by nano particle / Gleitelement mit Nanopartikel- verstärkter physikalischer Beschichtung |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/23/2010 | WO2010/105710 | PT | |||||||||||||||||||||
41500 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/23/2009 | 13/260107 | 12/16/2014 | 8911875 | Granted | 11/23/2029 |
Piston ring / Gleitelement,
insbesondere Kolbenring mit einstellbaren Eigenschaften |
FEDERAL-
MOGUL BURSCHEID GMBH |
10/14/2010 | WO2010/115448 | PT | ||||||||||||||||||
41519 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/25/2010 | 13/259968 | 03/24/2015 | 8985009 | Granted | 01/25/2030 |
Thermal sprayed sliding element
with released function surface Thermisch gespritztes Gleitelement mit freigelegter Funktionsfläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/02/2010 | WO2010/136223 | PT | ||||||||||||||||||
41526 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/14/2010 | 13/508799 | 10/14/2014 | 8857820 | Granted | 10/14/2030 |
High load piston ring
Hochbelastbarer Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/19/2011 | WO2011/057875 | PT | ||||||||||||||||||
41582 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/15/2010 | 13/387864 | 09/09/2014 | 8827276 | Granted | 04/15/2030 |
Sliding element, especially piston
ring with thermal coating on Cr-base. Gleitelement, insbesondere Kolbenring, mit thermish gespritzter Beschichtung auf Cr-Basis |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/03/2011 | WO2011/012336 | PT | ||||||||||||||||||
41587 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/11/2010 | 13/390238 | 04/04/2017 | 9611543 | Granted | 05/11/2030 |
DLC-coated
sliding element,
especially piston ring DLC-beschichtetes Gleitelement, insbesondere Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/17/2011 | 2011/018252 | PT | ||||||||||||||||||
41609 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/09/2012 | 13/980994 | 03/17/2015 | 8979094 | Granted | 01/09/2032 |
Gap relief for inlaid PVD, DLC or
Cr coated Piston Rings / Stoßentlastete Kolbenringe bei gekammerten Ringen mit PVD-, DLC- oder Cr-Schichten |
FEDERAL-
MOGUL BURSCHEID GMBH |
11/21/2013 | 2013/0307221A1 | PT | ||||||||||||||||||
41610 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/09/2010 | 13/502843 | 12/22/2015 | 9217507 | Granted | 09/09/2030 |
Form optimized Piston Rings
Systems with expander / Formoptimierte federgestützte Ringsysteme |
FEDERAL-
MOGUL BURSCHEID GMBH |
04/28/2011 | WO2011/047922 | PT | ||||||||||||||||||
41619 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/19/2010 | 13/505308 | Filed |
CrN-DLC
coated sliding element,
piston rings / CrN-DLC-beschichtetes Gleitelement insbesondere Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/05/2011 | WO2011/051008A | PT | |||||||||||||||||||||
41637 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/17/2011 | 13/583690 | 08/11/2015 | 9103015 | Granted | 02/17/2031 |
multi-layer
CrN/DLC-coated
bearings, esp. piston-ring Viellagen CrN/DLC-beschichtetes Gleitelement, insbesondere Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/15/2011 | WO2011/110413 | PT | ||||||||||||||||||
41656 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/09/2011 | 13/580783 | 07/14/2015 | 9079276 | Granted | 02/09/2031 |
simplified method to manufacture a
complete chromiumplated compression ring in B/BS-style Vereinfachtes Verfahren zum Herstellen eines komplett überchromten Kompressionsringes in B/BS-Ausführung |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/01/2011 | WO2011/103853 | PT | ||||||||||||||||||
41664 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/09/2010 | 13/576459 | 07/08/2014 | 8770590 | Granted | 11/09/2030 |
oil rings with quadrajat scraping
Ölringe mit vierfacher Abstreifung |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/04/2011 | WO2011/091876 | PT | ||||||||||||||||||
41673 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/17/2011 | 13/583715 | Filed |
two piece oil sraper ring with inside
coil spring: PVD/DLC-coating of surface between contact face/coil spring Zweiteiliger Ölabstreifring mit innenliegender Schlauchfeder: PVD/DLC-Beschichtung des Grundkörpers an der Kontaktfläche zur Schlauchfeder |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/15/2011 | WO2011/110411 | PT | |||||||||||||||||||||
41682 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/19/2011 | 13/879472 | 11/03/2015 | 9174276 | Granted | 07/19/2031 |
casting material with embedded
particles to avoid side waer of pistons Gusswerkstoff mit eingelagerten Partikeln zur Vermeidung des Flankenverschleiss bei Kolbenringen |
FEDERAL-
MOGUL BURSCHEID GMBH |
04/19/2012 | WO2012/048919 | PT | ||||||||||||||||||
41701 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/17/2011 | 13/583828 | 04/14/2015 | 9,004,465 | Granted | 02/17/2031 |
oilring with
PVD/PA-CVD
Mulitlayercoated coil spring Ölring mit einer PVD/PA-CVD Multilayer-beschichteten Schraubendruckfeder |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/15/2011 | WO2011/110412 | PT | ||||||||||||||||||
41717 |
1 | PISTON RINGS | United States | Regular | Division | National | 06/17/2015 | 14/741678 | 04/19/2016 | 9316313 | Granted | 11/29/2032 |
HIGH MODULUS WEAR
RESISTANT GRAY CAST IRON FOR PISTON RING APPLICATIONS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41717 |
PISTON RINGS | United States | Regular | Original Filing | National | 11/29/2012 | 13/688802 | 07/28/2015 | 9091345 | Granted | 05/16/2033 |
HIGH MODULUS WEAR
RESISTANT GRAY CAST IRON FOR PISTON RING APPLICATIONS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41770 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/20/2011 | 13/811582 | 11/24/2015 | 9194492 | Granted | 06/20/2031 |
piston ring with thermal sprayed
coating lubrication products inclusive Kolbenring mit thermisch gespritzter Beschichtung inklusive Festschmierstoffe |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/26/2012 | WO2012/010376 | PT | ||||||||||||||||||
41799 |
PISTON RINGS | United States | Regular | Original Filing | National | 08/07/2014 | 14/453849 | 08/23/2016 | 9423028 | Granted | 08/07/2034 | PISTON RING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41804 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/13/2000 | 09/936894 | 03/09/2004 | 6703145 | Granted | 03/13/2020 |
ZEOLIT Process for electrolytic
coating of a substrate |
DAROS
PISTON RINGS AB |
PT | ||||||||||||||||||||
41805 |
2 | PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/18/2002 | 10/471 561 | 05/30/2006 | 7052018 | Granted | 03/18/2022 |
MIRA II Nickel-Aluminide based
wear resistant material for piston rings |
DAROS
PISTON RINGS AB |
PT | |||||||||||||||||||
41805 |
1 | PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/18/2002 | 10/469686 | 01/04/2005 | 6838196 | Granted | 03/18/2022 |
MIRA I Nickel-Aluminide based
wear resistant material for piston rings |
DAROS
PISTON RINGS AB |
PT | |||||||||||||||||||
41818 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/02/2011 | 13/823051 | 07/21/2015 | 9085056 | Granted | 09/02/2031 |
sharp-edged
PVD-ring
with
conically surface Scharfkantiger PVD-Ring mit konischer Lauffläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/25/2013 | 2013/0187340A1 | PT | ||||||||||||||||||
41820 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/02/2011 | 13/823040 | 09/15/2015 | 9132517 | Granted | 09/02/2031 |
half-inlaid ring or fully inlaid
compressionring with PVD-DLC or multi-layer Einseitig gekammerter oder vollgekammerter Kompressionsring mit PVDDLC oder Multilagenschicht |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/18/2013 | 2013-0181411 | PT | ||||||||||||||||||
41835 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/24/2011 | 13/990236 | 08/11/2015 | 9103442 | Granted | 11/24/2031 |
DLC-coated
sliding element,
particularly piston ring DLC-beschichtetes Gleitelement, insbesondere Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41847 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/13/2011 | 13/823566 | 03/10/2015 | 8973262 | Granted | 08/13/2031 |
Profile grinded oel rings
Laufsteggestaltung von 2tlg., profilgeschliffenen Ölabstreifringen |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/25/2013 | 2013/0187341A1 | PT | ||||||||||||||||||
41856 |
PISTON RINGS | United States | Regular | Original Filing | National | 11/09/2012 | 13/673546 | 05/10/2016 | 9334960 | Granted | 12/18/2033 |
PISTON RING WITH A WEAR-
RESISTANT COBALT COATING [APPLICATION OF COBALT AS A WEAR RESISTANT RING COATING] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41890 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/13/2011 | 13/637526 | 07/21/2015 | 9086148 | Granted | 10/13/2031 |
manufacture of wear and friction
resistant piston rings for IC engines Herstellung eines verschleiß- u nd reibungsresistenten Kolbenrings für Verbrennungskraftmaschinen |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
41971 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/14/2013 | 14371909 | 03/13/2018 |
9915346
B2 |
Granted | 01/14/2033 | Sliding Element Gleitelement |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/18/2013 | WO2013/104784 | PT | ||||||||||||||||||
41971 |
PISTON RINGS | United States | Regular | Division |
Patent
Cooperation Treaty |
Docketed | Sliding Element Gleitelement |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/18/2013 | WO2013/104784 | PT | |||||||||||||||||||||||
41984 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/02/2012 | 14/005969 | 05/31/2016 | 9352427 | Granted | 02/02/2032 |
inlaid and nitrited
PVD-ring
with
sharp unnitrited functional edge Gekammerte und nitrierte PVD-Ringe with scharfer unnitrierter Funktionskante |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/09/2014 | 2014/0008874 | PT | ||||||||||||||||||
42045 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/07/2012 | 14385327 | 08/02/2016 | 9404578 | Granted | 12/07/2032 | Nitrided piston ring |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/26/2015 | UA2015/0054222A1 | PT | ||||||||||||||||||
42081 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/14/2012 | 14/116970 | 03/12/2016 | 9,273,629 | Granted | 03/14/2032 |
Piston/ Piston ring design for
optimisaton of oil-film distribution at 2 stroke shipmotors with oil injection system Kolben/ Kolbenringdesign zur Optimierung der Ölfilmverteilung in 2 takt Schiffsmotoren mit Öleinspritz Systemen |
FEDERAL-
MOGUL BURSCHEID GMBH |
03/20/2014 | 2014/0076265 | PT | ||||||||||||||||||
42084 |
PISTON RINGS | United States | Regular | Original Filing | National | 07/03/2012 | 13/540884 | 06/10/2014 | 8746976 | Granted | 07/03/2032 |
DLC coated piston ring with defined
surface DLC beschichteter Kolbenring mit definierter Oberfläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | ||||||||||||||||||||
42090 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/19/2012 | 14/127356 | 11/08/2016 | 9487855 | Granted | 03/19/2032 |
HVOF coated piston ring with
extrem Mo-element Kolbenring mit HVOF gespritzter Beschichtung mit hohem Mo-Anteil. |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/17/2013 | WO/2013/007401 | PT | ||||||||||||||||||
42170 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/06/2012 | 14/361956 | 11/22/2016 | 9500558 | Granted | 12/06/2032 |
measuring method and definition of
light gap pistons Messmethode und Definition der Llichtspaltundichter Ringe |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/07/2015 | US2015/0122045A1 | PT | ||||||||||||||||||
42263 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/15/2013 | 14378170 | 09/13/2016 | 9442039 | Granted | 01/15/2033 |
gap edge rounding measurement
device Stoßkantenverrundungs-Meßgerät |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/22/2013 | WO2013/120471 | PT | ||||||||||||||||||
42268 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/25/2013 | 14401946 | 05/02/2017 | 9638321 | Granted | 04/25/2033 |
axial low LKZ oilring with fat hard
coating (> 10 µm) Axial niedriger LKZ Ölring mit icker Hartschicht (>10µm) |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/14/2015 | US2015/0130143A1 | PT | ||||||||||||||||||
42286 |
1 | PISTON RINGS | United States | Regular | Division | National | 01/21/2016 | 15/002753 | 11/15/2016 | 9494233 | Granted | 03/14/2033 |
comb with 42315 LOW TENSION
PISTON RINGS AND METHOD FOR MANUFACTURING THE SAME |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
42286 |
PISTON RINGS | United States | Regular | Original Filing | National | 03/14/2013 | 13/827255 | 02/16/2016 | 9261190 | Granted | 06/08/2033 |
comb with 42315 LOW TENSION
PISTON RINGS AND METHOD FOR MANUFACTURING THE SAME |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42299 |
PISTON RINGS | United States | Regular | Original Filing | National | 02/15/2013 | 13/768284 | Filed |
Piston Ring for an Internal
Combustion Engine [STATIC LINER SEAL #1] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42300 |
PISTON RINGS | United States | Regular | Original Filing | National | 02/15/2013 | 13/768435 | Filed |
PISTON RING FOR AN
INTERNAL COMBUSTION ENGINE [STATIC LINER SEAL #2] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42301 |
PISTON RINGS | United States | Regular | Original Filing | National | 02/15/2013 | 13/768535 | 11/22/2016 | 9500280 | Granted | 05/30/2034 |
Piston Ring for an Internal
Combustion Engine [STATIC LINER SEAL #3] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42302 |
PISTON RINGS | United States | Regular | Original Filing | National | 02/15/2013 | 13/768196 | Filed |
PISTON RONG FOR AN
INTERNAL COMBUSTION ENGINE [STATIC LINER SEAL #4] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42303 |
PISTON RINGS | United States | Regular | Original Filing | National | 02/15/2013 | 13/768355 | 04/19/2016 | 9316312 | Granted | 07/20/2034 |
Piston Ring for an Internal
Combustion Engine [STATIC LINER SEAL #5] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42393 |
PISTON RINGS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/30/2013 | 14/420,733 | 10/25/2016 | 9476504 | Granted | 07/30/2033 |
DLC coated sliding element
particularly piston ring DLC beschichtetes Gleitelement insbesondere Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
02/13/2014 | WO2014/023615 | PT |
Docket # |
File # |
Client
Division |
Country | Case Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
42399 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/31/2013 | 14439813 | 11/08/2016 | 9488276 | Granted | 10/31/2033 |
DCL coated piston ring DLC
beschichteter Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/08/2014 | WO2014/068040 | PT | ||||||||||||||||||
42410 |
PISTON
RINGS |
United States | Regular | Original Filing | National | 10/11/2013 | 14/051696 | 03/06/2018 | 9909210 | Granted | 11/11/2036 |
CHEMICAL VAPOR
DEPOSITION OF WEAR RESISTANT COATINGS ONTO PISTON RING RUNNING FACE, SIDE FACE, AND INNER DIAMETER IN ONE COATING RUN |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42431 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/08/2014 | 14762278 | 11/08/2016 | 9488275 | Granted | 01/08/2034 |
Piston ring with carbon coating
including high strengh running-in coating Kolbenring mit Kohlenstoff-Beschichtung incl. für den Einlauf verbesserter Deckschicht |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/24/2014 | WO2014/111294 | PT | ||||||||||||||||||
42432 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/09/2013 | 14/428,140 | 01/16/2018 | 9869390 | Granted | 09/09/2033 |
piston ring with thermal
sprayed running face Kolbenring mit thermisch gespritzter Lauffläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
03/20/2014 | WO2014/040940 | PT | ||||||||||||||||||
42458 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/10/2014 | 14896179 | Filed |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/05/2016 | 2016/0122862A1 | PT | ||||||||||||||||||||||
42460 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/29/2013 | 14/653611 | 08/01/2017 | 9719596 | Granted | 10/29/2033 |
Piston Ring with Roll
Burnished Edges |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/17/2014 | WO2014/108226A1 | PT | ||||||||||||||||||
42470 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/24/2013 | 14/441,891 | 06/06/2017 | 9671019 | Granted | 09/24/2033 |
oil distribution ring with
variable oil distribution groove Ölverteilring mit variabler Ölverteilnut |
FEDERAL-
MOGUL BURSCHEID GMBH |
05/15/2014 | WO2014/072115 | PT | ||||||||||||||||||
42471 |
PISTON
RINGS |
United States | Regular | Continuation |
Patent
Cooperation Treaty |
05/29/2018 | 15991503 | Filed |
oil distribution ring with
variable pivotpoint layer around the circumference Oelverteilring mit auf den Umfang variabler Pivotpunktlage |
FEDERAL-
MOGUL BURSCHEID GMBH |
PT | |||||||||||||||||||||||
50004 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/09/2014 | 14/783,926 | Filed |
variable ring-borecontact
surface at piston ring scope Variable Läppspiegelbreite am Kolbenringumfang |
FEDERAL-
MOGUL FRIEDBERG GMBH |
10/16/2014 | WO2014/166997 | PT | |||||||||||||||||||||
50144 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/04/2015 | 15123876 | Filed |
oil scraper ring with special
design for axial low altitude Ölabstreifring mmit speziellem Design für axial niedrige Höhe |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/19/2017 | 2017/0016537A1 | PT | |||||||||||||||||||||
50151 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/08/2014 | 15111272 | Filed |
piston ring with carbon based
coating and definite roughness profile gradient at running face Kolbenring mit kohlenstoffbasierter Beschichtung und definierter Rauheitsprofilsteigung auf der Lauffläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
07/23/2015 | WO2015/106884 | PT | |||||||||||||||||||||
50179 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/15/2015 | 15529232 | Filed |
two pieces comression rings
zweiteilige Kompressionsringe |
FEDERAL-
MOGUL BURSCHEID GMBH |
06/02/2016 | WO2016082955 | PT | |||||||||||||||||||||
50214 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/18/2015 | 15/312293 | 04/24/2018 | 9951868 | Granted | 03/18/2035 |
piston ring with groove
Kolbenring mit Nut |
FEDERAL-
MOGUL FRIEDBERG GMBH |
11/26/2015 | WO2015/176843 | PT | ||||||||||||||||||
50223 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/10/2015 | 15/321844 | Filed |
piston ring with compensation
of piston edge tip Kolbenring mit Kompensation der Kolbennutkippung |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/30/2015 | WO2015/197361 | PT | |||||||||||||||||||||
50291 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/15/2015 | 15325860 | Filed |
sliding element, especially
piston ring, with reduced friction, wear resistand sides and persistence towards beats Gleitelement, insbesondere Kolbenring, mit reduzierter reibung, verschleißbeständigen Flanken und Beständigkeit gegen Klopfen |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/21/2016 |
WO2016/0020
A189 |
PT | |||||||||||||||||||||
50330 |
PISTON
RINGS |
United States | Regular | Original Filing | National | 04/22/2015 | 14/693194 | 01/24/2017 | 9551419 | Granted | 04/22/2035 |
COATED SLIDING
ELEMENT |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50330 |
1 |
PISTON
RINGS |
United States | Regular | Continuation | National | 01/23/2017 | 15/412551 | 11/14/2017 | 9816613 | Granted | 04/22/2035 |
COATED SLIDING
ELEMENT |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
50411 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/02/2016 | 15/744247 | Filed |
Double BS ring Doppel BS
Ring |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/19/2017 | WO2017/008948 | PT | |||||||||||||||||||||
50413 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/19/2016 | 15/737867 | Filed |
compression ring with self-
side gasket Kompressionsring mit Selbst-Flankendichtung |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/22/2016 | WO2016/202485 | PT | |||||||||||||||||||||
50449 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/22/2016 | 15/742,356 | Filed |
sharp-edged chromium plated
compression ring Scharfkantiger verchromter Kompressionsring |
FEDERAL-
MOGUL BURSCHEID GMBH |
08/02/2018 | 2018/0216734 A1 | PT | |||||||||||||||||||||
50486 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/16/2016 | 15745535 | Filed |
optimized layout of topring
running face Optimierte Gestaltung der Topringlauffläche |
FEDERAL-
MOGUL BURSCHEID GMBH |
01/26/2017 | WO2017/012796 | PT | |||||||||||||||||||||
50510 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/07/2016 | 15765871 | Filed |
Flange + Sinus Wave Flanke +
Sinus Welle |
FEDERAL-
MOGUL BURSCHEID GMBH |
04/13/2017 | WO2017/059971 | PT | |||||||||||||||||||||
50517 |
PISTON
RINGS |
United States | Regular | Original Filing | National | 07/07/2016 | 15/204264 | 04/17/2018 | 9945481 | Granted | 07/07/2036 |
POLYMER COATING IN
CRACKED PISTON RING COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50555 |
PISTON
RINGS |
United States | Regular | Original Filing | National | 04/18/2016 | 15/131641 | Filed |
TEETER-TOTTER OIL RING
(TTOR) |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50599 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/28/2017 |
PCT/
EP2017/060200 |
Filed |
Sliding element, particulary a
Piston ring, with thermally stable bonding Gleitelement, insbesondere Kolbenring, mit thermisch stabiler Haftung |
FEDERAL-
MOGUL BURSCHEID GMBH |
11/02/2017 | WO2017/186915A1 | PT | |||||||||||||||||||||
50611NEU |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/01/2017 |
PCT/
EP2017/054747 |
Filed |
coated pistonring with
protective coating Beschichteter Kolbenring mit Schutzschicht |
FEDERAL-
MOGUL BURSCHEID GMBH |
10/26/2017 | WO2017/182185 | PT | |||||||||||||||||||||
50633 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/28/2016 |
PCT/
EP2016/078954 |
Filed |
MF-oil
ring system with steel
rail segment and wear protection disk MF-Ölringsystem mit einem Stahlbandring und einer Verschleißschutzscheibe |
FEDERAL-
MOGUL BURSCHEID GMBH |
09/21/2017 | WO2017/157490 | PT | |||||||||||||||||||||
50667 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/26/2017 |
PCT/
EP2017/059855 |
Filed |
2 piece oil ring with oil
pressure effect 2 teiliger Ölring mit Öldruck Effekt-Stegen |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/07/2017 | WO2017/207172 | PT | |||||||||||||||||||||
50675 |
PISTON
RINGS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/22/2017 |
PCT/
EP2017/062263 |
Filed |
Compression - Oil Control -
Piston Ring Kompressions- Öl-Kolbenring |
FEDERAL-
MOGUL BURSCHEID GMBH |
12/07/2017 | WO2017/207323 | PT | |||||||||||||||||||||
50726 |
PISTON
RINGS |
United States |
Provisional
Filing |
Original Filing | National | 11/02/2017 | 62/580792 | Filed | 11/02/2018 |
PISTON COMPRESSION
RING WITH BLOW-BY GAS RESTRICTION FEATURES |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
40173(NU2899) |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/01/2005 | 11575010 | 07/06/2010 | 7748361 | Granted | 09/01/2025 |
Kühlkanal für
Brennkraftmaschinen-Kolben |
FEDERAL-
MOGUL NÜRNBERG GMBH |
03/16/2006 | WO2006/027157 | PT | ||||||||||||||||||
40524 |
PISTONS | United States | Regular | Original Filing | National | 01/25/2008 | 12/019817 | 12/07/2010 | 7845269 | Granted | 02/25/2029 |
PISTON WITH PIN BORE
LUBRICATION FEATURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40848 |
1 | PISTONS | United States | Regular | Continuation | National | 01/20/2011 | 13/010149 | 12/25/2012 | 8336446 | Granted | 11/08/2027 |
PISTON HAVING TWISTED
SKIRT PANELS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40848 |
PISTONS | United States | Regular | Original Filing | National | 11/08/2007 | 11/937276 | 03/01/2011 | 7895937 | Granted | 05/31/2029 |
PISTON HAVING TWISTED
SKIRT PANELS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40852 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/13/2008 | 12679110 | 04/15/2014 | 8695559 | Granted | 06/13/2028 |
Ölversorgungsrinne für
Nabenbohrungen / Oil groove to pin bore |
FEDERAL-
MOGUL NÜRNBERG GMBH |
04/02/2009 | WO2009/040148 | PT | ||||||||||||||||||
40875 |
1 | PISTONS | United States | Regular | Division | National | 05/12/2011 | 13/008250 | 08/07/2012 | 8235090 | Granted | 04/14/2028 |
PISTON MOLD ASSEMBLY
AND METHOD OF CONSTRUCTING A PISTON THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
40875 |
PISTONS | United States | Regular | Original Filing | National | 04/14/2008 | 12/102379 | 02/22/2011 | 7891403 | Granted | 04/28/2029 |
PISTON MOLD ASSEMBLY
AND METHOD OF CONSTRUCTING A PISTON THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
40885 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/17/2008 | 12664441 | 04/29/2014 | 8709175 | Granted | 04/17/2028 |
Hochlegierter
Gusseisenwerkstoff mit lamellarer Graphitausbildung sowie Verfahren zu dessen Herstellung für Ringträger für Fahrzeugkolben High alloyed lamelar cast iron for ringcarrier of pistons |
FEDERAL-
MOGUL NÜRNBERG GMBH |
PT | ||||||||||||||||||||
40907 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/02/2008 | 12746400 | 03/04/2014 | 8662049 | Granted | 10/02/2028 |
Gußkolben in
Querrippenausführung casted piston with ribs |
FEDERAL-
MOGUL NÜRNBERG GMBH |
PT | ||||||||||||||||||||
40960 |
PISTONS | United States | Regular | Original Filing | National | 06/22/2009 | 12/488853 | 10/16/2012 | 8286607 | Granted | 06/22/2029 |
WRIST PIN, CONNECTING
ROD, PISTON AND PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTING AND ASSEMBLING THE SAME |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
40960 |
1 | PISTONS | United States | Regular | Division | National | 03/29/2012 | 13/434700 | 09/24/2013 | 8539927 | Granted | 06/22/2029 |
WRIST PIN, CONNECTING
ROD, PISTON AND PISTON ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTING AND ASSEMBLING THE SAME |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
40960 |
2 | PISTONS | United States | Regular | Division | National | 09/18/2013 | 14/030291 | 05/31/2016 | 9353863 | Granted | 07/06/2036 |
WRIST PIN AND METHOD
OF REDUCING WEAR BETWEEN MEMBERS THEREOF, CONNECTING ROD, PISTON AND METHODS OF CONSTRUCTING SAME |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
40960 |
3 | PISTONS | United States | Regular | Division | National | 04/01/2016 | 15/088625 | Filed |
WRIST PIN AND METHOD
OF REDUCING WEAR BETWEEN MEMBERS THEREOF, CONNECTING ROD, PISTON AND METHODS OF CONSTRUCTING SAME |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41002 |
PISTONS | United States | Regular | Original Filing | National | 03/21/2011 | 13/052431 | 09/08/2015 | 9128036 | Granted | 10/31/2033 |
MULTISPECTRAL
IMAGING SYSTEM AND METHOD OF SURFACE INSPECTION THEREWITH |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41048 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/15/2009 | 13/000219 | 07/05/2016 | 9382869 | Granted | 06/15/2029 |
STEP UP Cooling gallery /
Kühlkanal |
FEDERAL-
MOGUL NÜRNBERG GMBH |
12/23/2009 | WO2009/153237 | PT | ||||||||||||||||||
41087 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/22/2009 | 12/999719 | Filed |
Steifelastischer Kolbenschaft
stifelastic piston skirt |
FEDERAL-
MOGUL NÜRNBERG GMBH |
12/23/2009 | WO2009/153088 | PT | |||||||||||||||||||||
41156 |
1 | PISTONS | United States | Regular | Division | National | 08/09/2013 | 13/963525 | 01/06/2015 | 8926239 | Granted | 06/24/2029 |
METHOD OF FORMING
PISTON PIN HOLES AND BORING SYSTEM THEREFOR |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41156 |
PISTONS | United States | Regular | Original Filing | National | 06/24/2009 | 12/490616 | 08/13/2013 | 8506215 | Granted | 01/03/2032 |
METHOD OF FORMING
PISTON PIN HOLES AND BORING SYSTEM THEREFOR |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41246 |
1 | PISTONS | United States | Regular | Original Filing | National | 07/09/2009 | 12/500291 | 01/22/2013 | 8356550 | Granted | 05/25/2031 |
PISTON WITH OIL
RESERVOIR AND OIL RECESS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41375 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/09/2010 | 13/266559 | 12/02/2014 | 8898898 | Granted | 03/09/2030 |
process for automatic
manufacture of pistons with heat coated ring groove patching and cooling gallery Verfahren zur automatisierten Herstellung vonKolben mit thermisch gespritzter Ringnutarmierung und Kühlkanal |
FEDERAL-
MOGUL NÜRNBERG GMBH |
11/04/2010 | WO2010/124894A | PT | ||||||||||||||||||
41380 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/27/2010 | 13/318193 | 09/13/2016 | 9441182 | Granted | 04/27/2030 |
wear-resistant seal paint for
coating on engine pistons Verschleißfester Gleitlack zur Beschichtung von Motorkolben |
FEDERAL-
MOGUL NÜRNBERG GMBH |
11/04/2010 | WO2010/125060 | PT | ||||||||||||||||||
41596 |
PISTONS | United States | Regular | Original Filing | National | 10/26/2012 | 13/661597 | 04/17/2018 | 9945480 | Granted | 09/16/2035 |
PISTON ASSEMBLY
INCLUDING A POLYMER COATING WITH HARD PARTICLES APPLIED TO SLIDING SURFACES [POLYMER COATING WITH HARD PARTICLES APPLIED TO PISTON/WRIST PIN INTERFACE SLIDING SURFACES [Replaces 41342 - USE OF POLYAMIDEIMIDE (PAI) WITH SOLID LUBRICANT (BN) AND SURFACE MODIFIERS (SiC & Fe2 O3) COATING AT INTERFACE OF PISTON PIN AND CONNECTING ROD OR PISTON PIN PISTON PIN BORE] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41620 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/24/2011 | 13/637501 | 11/18/2014 | 8887794 | Granted | 03/24/2031 |
Compressed air cooling and -
quenching of the pin bore through the casting core while die casting of pistons / Druckluftkühlung und - abschrecken in der Bolzenbohrung beim Kokillenguss von Kolben mittels Kühlluftleitung durch den Werkzeugkern |
FEDERAL-
MOGUL NÜRNBERG GMBH |
09/29/2011 | WO2011/117343 | PT | ||||||||||||||||||
41721 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/11/2012 | 13/979692 | 02/17/2015 | 8955488 | Granted | 01/11/2032 |
Piston with parabolic geometry
shaft Kolben mit parabelförmiger Schaftgeometrie |
FEDERAL-
MOGUL NÜRNBERG GMBH |
07/19/2012 | WO2012/095445 | PT | ||||||||||||||||||
41762 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/18/2011 | 13/997432 | 03/24/2015 | 8985186 | Granted | 11/18/2031 |
HYBRID Design of
Elastoval2Piston HYBRID Design für Elastoval2Kolben |
FEDERAL-
MOGUL NÜRNBERG GMBH |
06/28/2012 | WO2012/084364 | PT | ||||||||||||||||||
41854 |
PISTONS | United States | Regular | Original Filing | National | 07/09/2012 | 13/544978 | 06/11/2013 | 8459332 | Granted | 07/09/2032 |
PISTON OUTER PANEL
MOLD AND METHOD OF CONSTRUCTING A PISTON AND FORMING AN UNDERCUT COOLING GALLERY O FA PISTON THEREWITH [TOOLING TO WITHDRAW COMPLEX OUTER PANEL FORM FROM CAST PISTONS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41904 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/27/2012 | 14/008652 | 12/22/2015 | 9216480 | Granted | 03/27/2032 |
piston with machined gallery;
optional with improved bowl rim properties Kolben mit mechanisch bearbeitetem Kühlkanal; optional mit verbesserten Muldenrandeigenschaften |
FEDERAL-
MOGUL NÜRNBERG GMBH |
10/04/2012 | WO2012/130839 | PT | ||||||||||||||||||
42111 |
PISTONS | United States | Regular | Original Filing | National | 06/29/2012 | 13/538653 | 06/02/2015 | 9046053 | Granted | 08/28/2033 |
PISTON WITH AN UNDER
CROWN SUPPORT FEATURE |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42169 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/26/2013 | 14/397267 | Filed |
Casting method for pistons as a
combination of horizontal and vertical casting Verfahren zur Kolbenherstellung in einer Kombination aus liegender und stehender Gießweise |
FEDERAL-
MOGUL NÜRNBERG GMBH |
10/31/2013 | WO2013/160447 | PT | |||||||||||||||||||||
42262 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/10/2013 | 14415221 | Filed |
Process for manufacturing of
pistons with remelted areas, characterized by a controlled variable depths of remelted zones within one welding seam Verfahren zur Herstellung von Kolben für Verbrennungskraftmaschinen mit umgeschmolzenen Bereichen, die innerhalb einer Schmelzbahn unterschiedliche Schmelztiefen aufweisen, welches kontrolliert in Abhängigkeit von der Höhe der Belastung im Motor angewendet werden kann |
FEDERAL-
MOGUL NÜRNBERG GMBH |
01/23/2014 | WO2014/012826 | PT | |||||||||||||||||||||
42269 |
PISTONS | United States | Regular | Original Filing | National | 03/12/2013 | 13/795361 | Filed |
ENGINE PISTON [LIGHT
WEIGHT STEEL PISTON DESIGN FOR GASOLINE ENGINES] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42271 |
PISTONS | United States | Regular | Original Filing | National | 03/13/2014 | 14/209201 | 12/15/2015 | 9212621 | Granted | 03/13/2034 |
PISTON AND METHOD OF
CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42390 |
PISTONS | United States | Regular | Division |
Patent
Cooperation Treaty |
12/05/2017 | 15831834 | Filed |
Aluminum Alloy for engine
parts Verfahren zur Herstellung eines Motorbauteils und Motorbauteil |
FEDERAL-
MOGUL NÜRNBERG GMBH |
05/22/2014 | WO2014/076174 | PT | |||||||||||||||||||||
42390 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/14/2013 | 14/442,615 | Filed |
Aluminum Alloy for engine
parts Verfahren zur Herstellung eines Motorbauteils und Motorbauteil |
FEDERAL-
MOGUL NÜRNBERG GMBH |
05/22/2014 | WO2014/076174 | PT | |||||||||||||||||||||
42406 |
PISTONS | United States | Regular | Original Filing | National | 03/04/2013 | 13/784015 | 09/30/2014 | 8844341 | Granted | 03/29/2023 |
DATA COLLECTOR FOR AN
INTERNAL ENGINE COMPONENT [PISTON TEMPERATURE DATA LOGGER] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42496 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/11/2015 | 15313829 | Filed |
Aluminum Alloy for engine
parts Verfahren zur Herstellung eines Motorbauteils und Motorbauteil |
FEDERAL-
MOGUL NÜRNBERG GMBH |
11/19/2015 | WO2015/173172 | PT | |||||||||||||||||||||
42498 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/28/2014 | 14907985 | Filed |
FEDERAL-
MOGUL NÜRNBERG GMBH |
02/05/2015 | WO2015/014779 | PT | ||||||||||||||||||||||
42510 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/29/2016 | 15576972 | Filed |
Lightweight-Pistonskirt with
load optimized wall thickness distribution Leichtbau- Kolbenschaft mit belastungsgerechter Wandstärkenverteilung |
FEDERAL-
MOGUL NÜRNBERG GMBH |
PT | |||||||||||||||||||||||
50044 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/30/2014 | 14/910,082 | 04/17/2018 | 9945320 | Granted | 07/30/2034 | Kolben für Verbrennungsmotor |
FEDERAL-
MOGUL NÜRNBERG GMBH |
02/12/2015 | WO2015/018712 | PT | ||||||||||||||||||
50187 |
PISTONS | United States | Regular | Original Filing | National | 02/04/2015 | 14/613603 | 03/06/2018 | 9909528 | Granted | 04/26/2036 |
PISTON WITH ABRADABLE
COATING TO GENERATE APPROPRIATE CONTACT GEOMETRY ON RUNNING SURFACE |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50238 |
PISTONS | United States | Regular | Original Filing | National | 08/27/2014 | 14/470200 | 03/06/2018 | 9909527 | Granted | 12/19/2035 |
HYBRID INDUCTION
WELDING PROCESS APPLIED TO PISTON MANUFACTURING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50292 |
PISTONS | United States | Regular | Original Filing | National | 10/30/2015 | 14/928033 | Filed |
PISTON [STEEL PISTON
MANUFACTURING PROCESS] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50345 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/21/2016 | 15/563,786 | Filed |
Aluminium casting alloy and
manufacturing process for engine components Aluminium-Gusslegierung und Verfahren zur Herstellung eines Motorbauteils |
FEDERAL-
MOGUL NÜRNBERG GMBH |
10/06/2016 | WO2016/156084 | PT | |||||||||||||||||||||
50365 |
PISTONS | United States | Regular | Original Filing | National | 06/18/2015 | 14/743221 | Filed |
POWER GENERATOR FOR
PISTON INSTRUMENTATION |
FEDERAL-
MOGUL LLC |
05/05/2016 | 2016/0123272 | PT | |||||||||||||||||||||
50391 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/26/2016 | 15/546,339 | Filed |
weight reduced steel piston for
internal combustion engine Gewichtsreduzierter Stahlkolben für Verbrennungsmotoren |
FEDERAL-
MOGUL NÜRNBERG GMBH |
08/04/2016 | WO2016/120245A1 | PT | |||||||||||||||||||||
50435 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/22/2017 |
PCT/
EP2017/054011 |
Filed |
adhesive and wear-resistant
slide paint for coating at engine pistons Haftfester und verschleißfester Gleitlack zur Beschichtung von Motorkolben |
FEDERAL-
MOGUL NÜRNBERG GMBH |
10/05/2017 | WO2017/167505 | PT | |||||||||||||||||||||
50501 |
PISTONS | United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/08/2016 | 15774393 | Filed |
Piston with
polysilazane-based
coating Beschichtung von Kolben mit Polysilazanen |
FEDERAL-
MOGUL NÜRNBERG GMBH |
05/18/2017 | WO2017/80986 | PT | |||||||||||||||||||||
50516 |
PISTONS | United States | Regular | Original Filing | National | 11/17/2016 | 15/354001 | Filed |
THERMALLY INSULATED
STEEL PISTON CROWN AND METHOD OF MAKING USING A CERAMIC COATING |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50516 |
1 | PISTONS | United States | Regular | Original Filing | National | 11/17/2016 | 15/354080 | Filed |
THERMALLY INSULATED
ENGINE COMPONENT AND METHOD OF MAKING USING A CERAMIC COATING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50575 |
PISTONS | United States | Regular | Original Filing | National | 01/19/2017 | 15/409928 | Filed |
VARIABLE COMPRESSION
RATIO CONNECTING ROD |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50900 |
PISTONS | United States | Regular | Original Filing | National | 08/22/2018 | 16/109328 | Filed |
PISTON WITH BROAD
OVATE GALLERY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
30438 (BR 2789) |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 09/30/2003 | 10/675750 | 06/20/2006 | 7063327 | Granted | 09/30/2023 |
DICHTPROFIL FÜR
AKUSTISCHE ENTKOPPLUNG |
FM SEALING
SYSTEMS BRETTEN GMBH |
PT | ||||||||||||||||||||
30593 (BR 2837) |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 05/13/2004 | 10/844927 | 10/28/2008 | 7442422 | Granted | 05/13/2024 |
DECKEL MIT NEUER
DICHTUNGSTECHNOLOGIE |
FM SEALING
SYSTEMS BRETTEN GMBH |
PT | ||||||||||||||||||||
40085 |
1 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Division | National | 01/15/2010 | 12/688114 | 04/17/2012 | 8157269 | Granted | 08/17/2025 |
GASKET FOR SEALING
MULTIPLE FLUIDS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40085 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 06/07/2005 | 11/146735 | 02/15/2011 | 7887063 | Granted | 01/15/2028 |
GASKET FOR SEALING
MULTIPLE FLUIDS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40353 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 04/17/2006 | 11/405306 | 01/04/2011 | 7862049 | Granted | 12/07/2026 |
GASKET AND METHOD OF
FORMING A SEAL THEREWITH |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40453 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 11/07/2007 | 11/936489 | 01/11/2011 | 7866670 | Granted | 10/26/2028 | STATIC GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40608(BR3017) |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/18/2007 | 12279801 | 08/07/2012 | 8235016 | Granted | 01/18/2027 |
Dichtsystem mit
Kunststoffträgerrahmen gasket with bolt clip |
FM SEALING
SYSTEMS BRETTEN GMBH |
08/23/2007 | WO2007/093265 | PT | ||||||||||||||||||
40707 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 11/07/2007 | 11/936409 | 10/05/2010 | 7806413 | Granted | 01/05/2029 | STATIC GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41586 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/10/2010 | 13/393126 | 04/24/2018 | 9951665 | Granted | 05/10/2030 |
innovative fixing conception/
gasket with fixed body Neuartiges Befestigungskonzept / Dichtung mit Fixierkörper |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
03/03/2011 | WO2011/023425 | PT | ||||||||||||||||||
41679 |
1 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Continuation | National | 09/12/2014 | 14/484680 | 05/16/2017 | 9651152 | Granted | 03/03/2032 |
GASKET ASSEMBLY WITH
IMPROVED LOCATING AND RETENTION PIN AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41679 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing | National | 12/20/2010 | 12/972907 | 09/16/2014 | 8833771 | Granted | 12/05/2032 |
GASKET ASSEMBLY WITH
IMPROVED LOCATING AND RETENTION PIN AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42336 |
SEALS -
COLD STATIC GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/28/2012 | 14/396864 | 03/27/2018 | 9926882 | Granted | 11/28/2032 |
land solution to reduce stress at
sealing profiles Steglösung zur Reduzierung der Beanspruchung von Dichtprofilen |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
10/31/2013 | WO2013/159839 | PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title |
Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
30173 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 07/09/2002 | 10/191945 | 09/16/2003 | 6620361 | Granted | 07/09/2022 | METHOD FOR MANUFACTURING A COMPOSITE SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30328 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/21/2003 | 10/394272 | 06/06/2006 | 7055828 | Granted | 07/24/2023 | SHAFT SEAL |
FEDERAL-
MOGUL WORLD WIDE LLC |
10/02/2003 |
2003-
0184021A1 |
PT | |||||||||||||||||
30695 (BR 2857) |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/11/2004 | 10578987 | 11/02/2010 | 7823886 | Granted | 05/11/2024 | BESCHICHTUNG DES AUSSENDURCHMESSERS EINES RWDR ZUR ERHÖHUNG DER HALTEKRÄFTE IN DER BOHRUNG |
FM
SEALING SYSTEMS BRETTEN GMBH |
05/26/2005 | WO2005/047740 | PT | ||||||||||||||||||
40072 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 09/12/2005 | 11/224362 | 07/09/2013 | 8480092 | Granted | 02/28/2031 | RADIAL SEAL AND METHOD OF MAKING |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40259 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 04/27/2006 | 11/412471 | 03/25/2008 | 7347424 | Granted | 04/27/2026 | SHAFT SEAL HAVING INTEGRATED REMOVAL FEATURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40259 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Division | National | 01/25/2008 | 12/019752 | 09/06/2011 | 8011671 | Granted | 05/16/2028 | SHAFT SEAL HAVING INTEGRATED REMOVAL FEATURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40614 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 09/12/2007 | 11/853861 | 03/22/2011 | 7909333 | Granted | 06/07/2029 | UNITIZED OIL SEAL HAVING SOFT RETENTION AND DEBRIS EXPULSION FEATURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40803 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/07/2008 | 12/044252 | 11/08/2011 | 8052152 | Granted | 02/26/2030 | DYNAMIC SHAFT SEAL AND METHOD OF INSTALLATION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
40851 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Continuation-In-Part | National | 07/06/2007 | 11/774233 | 10/04/2011 | 8029714 | Granted | 01/23/2028 | RADIAL SEAL IMPROVEMENT (CIP of DS-40072) |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40891 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Division | National | 12/07/2012 | 13/708294 | 03/31/2015 | 8991829 | Granted | 11/19/2028 | Non-Contract Labyrinth Seal Assembly and Method of Construction Thereof [See Timken JV Agreement] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
40891 | 2 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Continuation | National | 02/13/2015 | 14/622809 | 03/22/2016 | 9291272 | Granted | 11/27/2028 | Non-Contract Labyrinth Seal Assembly and Method of Construction Thereof [See Timken JV Agreement] |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40891 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 11/19/2008 | 12/273995 | 01/01/2013 | 8342535 | Granted | 08/26/2031 | Non-Contract Labyrinth Seal Assembly and Method of Construction Thereof [See Timken JV Agreement] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
40898 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 06/11/2009 | 12/482562 | 06/14/2011 | 7959840 | Granted | 07/30/2029 | LOW TORQUE SHAFT SEAL AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41171 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 09/30/2009 | 12/571083 | 05/22/2012 | 8182646 | Granted | 11/13/2029 | SUBSTRATE AND RUBBER COMPOSITION AND METHOD OF MAKING THE COMPOSITION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41171 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Division | National | 05/01/2012 | 13/461009 | 07/05/2016 | 9382451 | Granted | 07/21/2032 | SUBSTRATE AND RUBBER COMPOSITION AND METHOD OF MAKING THE COMPOSITION |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41303 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/17/2010 | 12/725759 | 08/07/2012 | 8235391 | Granted | 03/17/2030 | RADIAL SHAFT SEAL ASSEMBLY WITH LUBRICATION RETENTION AND DEBRIS EXCLUSION FEATURE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41396 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/11/2010 | 12/722109 | 08/13/2013 | 8505926 | Granted | 12/29/2030 | LOW TORQUE SHAFT SEAL WITH IMPROVED SEAL ELEMENT BOND JOINT |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41398 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 06/17/2011 | 13/162646 | 10/15/2013 | 8556270 | Granted | 09/10/2031 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41399 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 08/23/2011 | 13/215528 | 11/05/2013 | 8573602 | Granted | 12/03/2031 | RADIAL SHAFT SEAL WITH DUST EXCLUSION AND HYDRODYNAMIC SEALING FEATURE |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41400 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 01/28/2010 | 12/695534 | 03/19/2013 | 8398089 | Granted | 03/17/2031 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41424 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 01/28/2010 | 12/695404 | 08/06/2013 | 8500130 | Granted | 02/16/2032 | DYNAMIC SHAFT SEAL AND METHOD OF INSTALLATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41615 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 05/03/2011 | 13/099474 | 06/11/2013 | 8459654 | Granted | 10/11/2031 | HYDRODYNAMIC SEAL WITH INCREASED FLEXIBILITY SEALING ELEMENT |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41781 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 01/27/2012 | 13/359721 | 12/30/2014 | 8919206 | Granted | 09/05/2032 | METHOD OF TESTING SEAL LIP BOND STRENGTH TO METAL SUBSTRATE AND APPARATUS THEREFOR |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41809 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Division | National | 10/06/2015 | 14/875990 | 05/16/2017 | 9651154 | Granted | 10/25/2032 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION [MICROTORQ AIRSIDE SHAFT SEAL INSTALL DESIGN WITH INCREASED INSTALLATION ABILITY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41809 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 10/25/2012 | 13/660766 | 11/03/2015 | 9175774 | Granted | 10/21/2033 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION [MICROTORQ AIRSIDE SHAFT SEAL INSTALL DESIGN WITH INCREASED INSTALLATION ABILITY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41831 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 09/20/2010 | 12/886099 | 05/14/2013 | 8439363 | Granted | 11/19/2031 | DYNAMIC RADIAL SHAFT SEAL ASSEMBLY WITH COMBINATION DUST EXCLUSION THRUST PAD |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41848 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/08/2011 | 13/042533 | 06/23/2015 | 9062773 | Granted | 07/22/2031 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41889 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 01/24/2013 | 13/748752 | 07/21/2015 | 9086150 | Granted | 01/24/2033 | ELASTOMERIC SHAFT SEAL FORMED WITHOUT OVEN POST CURING [DEVELOPMENT OF NO PAST CURE FKM COMPOUND FOR SHAFT SEAL APPLICATIONS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41889 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Division | National | 06/17/2015 | 14/741737 | Filed | ELASTOMERIC SHAFT SEAL FORMED WITHOUT OVEN POST CURING [DEVELOPMENT OF NO PAST CURE FKM COMPOUND FOR SHAFT SEAL APPLICATIONS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41898 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 10/04/2012 | 13/645303 | 07/19/2016 | 9394998 | Granted | 01/02/2035 | RADIAL SHAFT SEAL ASSEMBLY WITH SNAP IN AUXILIARY MEMBER [SEAL WITH OPTIONAL INSTALLABLE SECOND OR THIRD SEALING LIP] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41936 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 11/23/2011 | 13/303242 | 02/10/2015 | 8950753 | Granted | 10/24/2033 | RADIAL SHAFT SEAL, RADIAL SHAFT SEAL ASSEMBLY AND METHOD OF INSTALLATION [MICROTORQ INSTALLATION AID WITH INTEGRATED INSTALLATION SKIDS AND INSTALLATION BUMPS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41946 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 07/06/2011 | 13/176835 | 09/27/2016 | 9452464 | Granted | 05/13/2034 | METHOD OF FORMING A TUBULAR MEMBER [COMBINED ROLL-FORMING AND SPIN-FORMING OF METAL POWERTRAIN COMPONENTS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41946 | 1 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Continuation | National | 09/26/2016 | 15/275731 | Filed | METHOD OF FORMING A TUBULAR MEMBER [COMBINED ROLL-FORMING AND SPIN-FORMING OF METAL POWERTRAIN COMPONENTS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41956 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 10/14/2011 | 13/273514 | 09/15/2015 | 9133698 | Granted | 10/10/2033 | MODULAR FRACTURE PLUG AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41981 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/19/2012 | 13/423365 | 08/12/2014 | 8800996 | Granted | 08/03/2032 | LOW TORQUE RADIAL SHAFT SEAL ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42163 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/21/2012 | 13/426450 | 06/23/2015 | 9062774 | Granted | 05/30/2033 | RADIAL SHAFT SEAL WITH STATIC AND HYDRODYNAMIC SEALING FEATURES [MAIN LIP THREAT PATTERN WITH VARIOUS HYDRODYNAMIC REGIONS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42200 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 08/24/2012 | 13/594765 | 09/16/2014 | 8833804 | Granted | 08/24/2032 | HAMMER UNION FACE SEALS WITH WELDED RING USED IN OIL/GAS INDUSTRY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42207 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 02/26/2014 | 14/190199 | Filed | JV w/ Hendrickson - MAIN SEAL FOR A HEAVY DUTY VEHICLE WHEEL END ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
42247 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 06/04/2013 | 13/909874 | 02/17/2015 | 8955849 | Granted | 06/04/2033 | RADIAL SHAFT SEAL AND ASSEMBLY THEREWITH [LOW TORQUE VENTED AUX LIP FOR DYNAMIC SHAFT SEALS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42353 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 08/14/2014 | 14/459702 | 10/04/2016 | 9458937 | Granted | 08/14/2034 | SHAFT SEAL ASSEMBLY WITH EXCLUSION PUMP DUST LIP |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42418 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 03/17/2014 | 14/216640 | 06/10/2018 | 10018272 | Granted | 05/31/2036 | SCAVENGER PUMP SEAL AND RADIAL SHAFT SEAL ASSEMBLY THEREWITH |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50340 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 05/20/2015 | 14/717178 | 08/22/2017 | 9739318 | Granted | 07/15/2035 | CLUTCH PISTON ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50536 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 10/18/2016 | 15/296587 | Filed | RADIAL SHAFT SEAL ASSEMBLY WITH AXIALLY ADAPTIVE DEBRIS EXCLUSION FACE LIP AND OIL SEAL FACE LIP |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50739 |
SEALS -
DYNAMIC SEALS |
United States | Regular | Original Filing | National | 09/25/2017 | 15/714477 | Filed | RADIAL SHAFT SEAL ASSEMBLY WITH DEBRIS EXCLUSION MEMBER AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
41377 |
SEALS -
HEAT SHIELDS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/07/2009 | 13255605 | 08/13/2013 | 8507067 | Granted | 12/07/2029 | Temperature-Vibration decoupling element / Temperatur Schwingungsentkoppelelement |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
09/16/2010 | WO2010/102656 | PT | ||||||||||||||||||
42124 |
SEALS -
HEAT SHIELDS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/08/2012 | 14/342507 | 07/04/2017 | 9694761 | Granted | 05/08/2032 | Heat shielding plate in hybridconstruction Wärmeabschirmblech in Hybridbauweise |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
WO2013/034321 | PT | |||||||||||||||||||
50015 |
SEALS -
HEAT SHIELDS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/20/2013 | 14/779705 | 12/05/2017 | 9835219 | Granted | 11/20/2033 | shock absorber of shield plate [Schwingungsdämpfer für Abschirmblech] |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
10/02/2014 | WO2014/54307 | PT | ||||||||||||||||||
50329 |
SEALS -
HEAT SHIELDS |
United States | Regular | Original Filing | National | 12/27/2015 | 14/979416 | 12/12/2017 | 9840959 | Granted | 12/27/2035 | HEAT SHIELD ASSEMBLY FOR AN EXHAUST SYSTEM |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50453 |
SEALS -
HEAT SHIELDS |
United States | Regular | Original Filing | National | 04/21/2016 | 15/134568 | Filed | HEAT AND VIBRATION MOUNTING ISOLATOR FOR A HEAT SHIELD, HEAT SHIELD ASSEMBLY AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
02588 US-C |
SEALS -
HOT GASKETS |
United States | Regular | Continuation-In-Part | National | 01/18/2002 | 10/050906 | 04/06/2004 | 6715770 | Granted | 07/24/2020 | LASERSCHWEISSVERFAHREN FUER DUENNE STOPPERLAGEN |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
07/18/2002 | US-2002-009314 | PT | ||||||||||||||||||
02705 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 01/16/2002 | 10/046664 | 04/20/2004 | 6722662 | Granted | 01/16/2022 | MLS FUER DIESELMOTOREN |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
PT | ||||||||||||||||||||
30256 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 11/01/2001 | 10/037052 | 03/23/2004 | 6708983 | Granted | 11/01/2021 | SPIRAL WOUND CYLINDER HEAD GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
05/01/2003 |
US2003-
0080517 |
PT | ||||||||||||||||||
30335 (DA 2767) |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 12/13/2002 | 10/318,701 | 09/28/2004 | 6796562 | Granted | 12/13/2022 | OPTIMIERTE ZKD ZUM AUSGLEICH VON LOKALEN BUCHSENABSENKUNGEN (Cylinder head gasket for compensating local depressions in the region of the compression limiter) |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
PT | ||||||||||||||||||||
30529 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Continuation-In-Part | National | 02/28/2007 | 11/679955 | 05/20/2008 | 7374176 | Granted | 01/13/2024 | LASER WELDED MULTI-LAYERED STEEL GASKET ASSEMBLY |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
30529 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 01/13/2004 | 10/756591 | 04/10/2007 | 7200932 | Granted | 03/02/2025 | LASER WELDED MULTI-LAYERED STEEL GASKET ASSEMBLY |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30532 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 12/11/2003 | 10/733914 | 08/30/2005 | 6935635 | Granted | 12/11/2023 | METAL GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30535 (DA 2819) |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/12/2003 | 10/545885 | 04/06/2010 | 7690657 | Granted | 12/12/2023 | GLEITENDE STATISCHE DICHTUNG - ÜBERTRAGEN DER RELATIVBEWEGUNG DER DICHTFLÄCHEN IN DIE DICHTUNG |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
PT | ||||||||||||||||||||
30584 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 01/11/2005 | 11/032738 | 07/22/2008 | 7401790 | Granted | 05/17/2025 | MOTION CONTROLLING RIGID GASKET DESIGN |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30591 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 04/21/2011 | 13/091191 | 10/15/2013 | 8556271 | Granted | 06/05/2025 | MULTILAYER METAL GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40021 (DA 2869) |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
09/22/2004 | 10583535 | 02/26/2013 | 8382123 | Granted | 09/22/2024 | SICKE AUF STOPPER MIT ZUSÄTZLICHER ABDICHTFUNKTION |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
PT | ||||||||||||||||||||
40021 (DA 2869) |
SEALS -
HOT GASKETS |
United States | Regular | Division |
Patent
Cooperation Treaty |
06/03/2009 | 13413997 | 05/21/2013 | 8444154 | Granted | 09/22/2024 | SICKE AUF STOPPER MIT ZUSÄTZLICHER ABDICHTFUNKTION |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
PT | ||||||||||||||||||||
40184 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 09/30/2005 | 11/241206 | 01/11/2011 | 7867374 | Granted | 08/16/2029 | ACTIVE MATRIX ELECTROCHEMICAL MACHINING APPARATUS AND METHOD |
FEDERAL-
MOGUL WORLD WIDE LLC |
04/06/2006 | 20060070887 | PT | ||||||||||||||||||
40462 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 07/03/2007 | 11/773200 | 05/04/2010 | 7708842 | Granted | 07/03/2027 | METAL GASKET AND METHOD OF MAKING |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40462 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 03/18/2010 | 12/726591 | 05/15/2012 | 8177929 | Granted | 11/06/2027 | METAL GASKET AND METHOD OF MAKING |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40465 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 12/18/2009 | 12/641772 | 10/20/2015 | 9163321 | Granted | 01/19/2027 | FABRICATION OF TOPICAL STOPPER ON HEAD GASKET BY ACTIVE MATRIX ELECTROCHEMICAL DEPOSITION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40465 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/27/2006 | 11/277544 | 02/02/2010 | 7655126 | Granted | 02/29/2028 | THE FABRICATION OF TOPOGRAPHICAL STOPPER ON MLS GASKETS BY ACTIVE MATRIX ELECTROCHEMICAL DEPOSITION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40479(DA2980) |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/13/2006 | 12/066,699 | 08/21/2012 | 8246054 | Granted | 06/13/2026 | Fomschlüssig befestigte Stopperbrille Metallic gasket with stopper fixed by elements |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
03/22/2007 | WO2007/031127 | PT | ||||||||||||||||||
40585 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 01/31/2008 | 12/023339 | 01/24/2012 | 8100409 | Granted | 06/07/2030 | METALLIC CYLINDER HEAD GASKET |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40882 | 2 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 06/24/2013 | 13/925038 | 04/11/2017 | 9618121 | Granted | 11/13/2029 | METAL GASKET [HTA ALLOY HIGH STRESS RETENTION MLS GASKETS] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
40882 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/10/2008 | 12/045215 | 06/25/2013 | 8470098 | Granted | 10/19/2031 | METAL GASKET [HTA ALLOY HIGH STRESS RETENTION MLS GASKETS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41021 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 08/11/2010 | 12/854626 | 12/13/2016 | 9518660 | Granted | 07/29/2031 | BIMETALLIC STATIC GASKET AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41021 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 12/07/2016 | 15/371426 | Filed | BIMETALLIC STATIC GASKET AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41124 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Continuation-In-Part | National | 12/17/2013 | 14/108709 | 07/22/2014 | 8783692 | Granted | 02/12/2029 | MULTILAYER STATIC GASKET WITH BEAD COMPRESSION LIMITER |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41124 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 02/12/2009 | 12/370253 | 01/21/2014 | 8632077 | Granted | 12/03/2029 | MULTILAYER STATIC GASKET WITH BEAD COMPRESSION LIMITER |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41462 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 04/14/2011 | 13/086481 | 07/04/2017 | 9695936 | Granted | 02/20/2032 | MULTILAYER METAL GASKET WITH BEAD STOPPER |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41487 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 06/24/2010 | 12/822392 | 06/26/2018 | 10006403 | Granted | 03/21/2032 | CYLINDER HEAD GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41493 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
01/26/2010 | 13320595 | 03/11/2014 | 8668205 | Granted | 01/26/2030 | Stamping bead on limiter ring / Prägung Sicke auf Stopper |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
11/18/2010 | WO2010/130469 | PT | ||||||||||||||||||
41494 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
06/25/2010 | 13/379112 | 11/21/2017 | 9822879 | Granted | 06/25/2030 | Structure limiter ring for steel gaskets / Strukturstopper für Stahldichtungen |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
12/29/2010 | WO2010/149774 | PT | ||||||||||||||||||
41607 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 08/19/2010 | 12/859398 | 04/15/2014 | 8695986 | Granted | 09/01/2031 | CYLINDER HEAD GASKET ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41678 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/14/2010 | 13/577501 | Filed | metal gasket with fibre application Metalldichtung mit Fasereinsatz |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
08/11/2011 | WO2011/095236 | PT | |||||||||||||||||||||
41788 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/05/2012 | 13/412139 | 02/10/2015 | 8950754 | Granted | 04/26/2033 | CYLINDER HEAD GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41789 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 10/06/2011 | 13/267020 | 12/31/2013 | 8616557 | Granted | 01/09/2032 | MULTILAYER GASKET WITH SEGMENTED INTEGRAL STOPPER FEATURE [CHAIN STOP] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41790 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 01/31/2012 | 13/362459 | 05/12/2015 | 9027935 | Granted | 04/15/2033 | GASKET WITH A COMPRESSION LIMITER [GEARSTOP, FORMED STOPPER TECHNOLOGY FOR GASKETS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41790 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 05/11/2015 | 14/708922 | Filed | GASKET WITH A COMPRESSION LIMITER [GEARSTOP, FORMED STOPPER TECHNOLOGY FOR GASKETS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41972 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 02/24/2012 | 13/404188 | 03/24/2015 | 8984750 | Granted | 03/03/2033 | STATIC GASKET WITH WIRE COMPRESSION LIMITER [FM THERMO-FORM CYLINDER HEAD GASKET STOPPER] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41972 | 1 |
SEALS -
HOT GASKETS |
United States | Regular | Division | National | 03/23/2015 | 14/665178 | Filed | STATIC GASKET WITH WIRE COMPRESSION LIMITER [FM THERMO-FORM CYLINDER HEAD GASKET STOPPER] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41982 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 02/01/2012 | 13/363714 | 10/15/2013 | 8556272 | Granted | 02/01/2032 | MULTILAYER STATIC GASKET WITH SECONDARY COMPRESSION LIMITER |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42136 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 06/05/2012 | 13/488805 | 05/09/2017 | 9644741 | Granted | 01/03/2034 | METAL GASKET [CHG WELD STOPPER WITH COATING BETWEEN STOPPER AND PLATE] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42251 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 05/18/2012 | 13/475025 | 06/17/2014 | 8752841 | Granted | 05/18/2032 | GASKET WITH A COMPRESSION LIMITER [RINGED STOPPER] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42277 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/14/2013 | 13/827828 | 05/15/2018 | 9970548 | Granted | 07/10/2033 | MULTI-LAYER GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42322 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/14/2013 | 13/804853 | 04/10/2018 | 9939066 | Granted | 03/14/2033 | ELASTIC SEALING MEMBER RADIALLY INWARDLY OF PRIMARY SEALING BEAD |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42443 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/12/2013 | 14439983 | Filed | steel elastomer cyllinder head gasket - integrated dirt- and media sealing Stahl-Elastomer-Zylinderkopfdichtung - Integration von Schmutz- und Medienabdichtung |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
05/08/2014 | WO2014/067680 | PT | |||||||||||||||||||||
42450 |
SEALS -
HOT GASKETS |
United States | Regular | Original Filing | National | 03/14/2013 | 13/828024 | 02/24/2015 | 8960682 | Granted | 03/14/2033 | HYBRID RING WELDED CYLINDER HEAD GASKET |
FEDERAL-
MOGUL LLC |
PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
50032 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 02/13/2014 | 14/179934 | 01/26/2016 | 9243584 | Granted | 03/23/2034 |
CYLINDER HEAD
GASKET WITH COMPRESSION CONTROL FEATURES [NOTE: PART OF 50162 was combined herein but also filed separately] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50033 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 01/16/2015 | 14/598547 | 01/09/2018 | 98633535 | Granted | 02/08/2035 |
GASKET COMPONENT
WITH HALF-STOP AND METHOD OF MANUFACTURING |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50046 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 06/10/2014 | 14/300694 | Filed |
STATIC GASKET AND
METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50124 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 09/15/2014 | 14/486145 | 11/03/2015 | 9175637 | Granted | 09/15/2034 |
HOT GASKET WITH
STAINLESS STEEL |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50130 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 09/10/2014 | 14/482230 | 09/08/2015 | 9127621` | Granted | 09/10/2034 |
COATINGLESS
CYLINDER HEAD GASKET [CHG WITH NO COATING OR PARTIAL COATING AT STOPPER AREA] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50162 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 02/13/2014 | 14/179961 | Filed |
CYLINDER HEAD
GASKET FOR HIGH LOAD AND MOTION APPLICATIONS [BOSTEC 2] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50213 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 06/22/2015 | 14/746202 | Filed |
CYLINDER HEAD
GASKET WITH COMPRESSION LIMITER AND FULL BEAD LOADING |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50216 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 02/27/2015 | 14/633946 | 12/27/2016 | 9528466 | Granted | 06/27/2035 |
CYLINDER HEAD
GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
50216 |
1 |
SEALS - HOT
GASKETS |
United States | Regular | Division | National | 12/23/2016 | 15/389798 | Filed |
CYLINDER HEAD
GASKET |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
50231 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 01/05/2016 | 14/988228 | Filed |
MULTI-LAYER
GASKET ASSEMBLY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50361 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 12/19/2015 | 14/975263 | Filed |
MULTILAYER STATIC
GASKET, DISTANCE LAYER WITH IMPROVED STOPPER REGION THEREFOR, AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50444 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 07/28/2015 | 14/811150 | Filed |
MULTI LAYER
GASKET ASSEMBLY [HYBRID HIGH PRESSURE COMBUSTION SEAL] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50529 |
SEALS - HOT
GASKETS |
United States | Regular | Original Filing | National | 09/23/2016 | 15/274783 | Filed |
STATIC GASKET AND
METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
40141 |
1 |
SEALS -
MODULES |
United States | Regular | Division | National | 10/05/2009 | 12/573372 | 10/09/2012 | 8281475 | Granted | 01/16/2027 | SHEET METAL JOINT |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40282(BR2932) |
SEALS -
MODULES |
United States | Regular | Original Filing | National | 12/05/2005 | 11/293152 | 10/16/2007 | 7281508 | Granted | 12/05/2025 |
NEUES
MODULKONZEPT FÜR KUNSTSTOFFHAUBEN |
FM SEALING
SYSTEMS BRETTEN GMBH |
PT | ||||||||||||||||||||
50387 |
SEALS -
MODULES |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/14/2015 | 15534180 | Filed |
balance modul consisting
of piston and spring Ausgleichmodul bestehend aus Kolben und federn |
FEDERAL-
MOGUL SEALING SYSTEMS GMBH |
06/16/2016 | WO2016/091436 | PT | |||||||||||||||||||||
30218 |
1 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 04/30/2002 | 10/135817 | 01/20/2004 | 6679932 | Granted | 04/30/2022 |
HIGH
MACHINABILITY IRON BASE SINTERED ALLOY FOR VALVE SEAT INSERTS |
FEDERAL-
MOGUL WORLD WIDE LLC |
01/16/2003 |
US2003-
0010153 |
PT | |||||||||||||||||
40775 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/09/2007 | 12/377,094 | 10/02/2012 | 8277533 | Granted | 08/09/2027 |
Improved Powder
Metallurgy Composition |
FEDERAL-
MOGUL SINTERED PRODUCTS LIMITED |
07/29/2010 | US2010/0190025 | PT | ||||||||||||||||||
41140 |
1 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Continuation-In-Part | National | 03/15/2013 | 13/837549 | 10/20/2015 | 9162285 | Granted | 04/07/2029 |
[J.V. with Ecole
Polytechnique] POWDER METAL COMPOSITIONS FOR WEAR AND TEMPERATURE RESISTANCE APPLICATIONS AND METHOD OF PRODUCING SAME |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41140 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 04/07/2009 | 12/419683 | 01/17/2017 | 9546412 | Granted | 11/29/2031 |
POWDERED METAL
ALLOY COMPOSITION FOR WEAR AND TEMPERATURE RESISTANCE APPLICATIONS AND METHOD OF PRODUCING SAME [J.V. with Ecole Polytechnique] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41140 |
3 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Continuation | National | 09/13/2017 | 15/709552 | Filed |
[J.V. with Ecole
Polytechnique] POWDER METAL COMPOSITIONS FOR WEAR AND TEMPERATURE RESISTANCE APPLICATIONS AND METHOD OF PRODUCING SAME |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41140 |
2 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Division | National | 09/16/2015 | 14/855883 | Filed |
[J.V. with Ecole
Polytechnique] POWDER METAL COMPOSITIONS FOR WEAR AND TEMPERATURE RESISTANCE APPLICATIONS AND METHOD OF PRODUCING SAME |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41461 |
1 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Division | National | 08/03/2012 | 13/566432 | 08/12/2014 | 8801828 | Granted | 10/15/2029 |
METHOD TO
PRODUCE POWDER METAL COMPONENTS CONTAINING FREE GRAPHITE TO PROMOTE SELF- LUBRICATION AND IMPROVED WEAR RESISTANCE |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||
41461 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 10/15/2009 | 12/579772 | 09/04/2012 | 8257462 | Granted | 03/24/2030 |
METHOD TO
PRODUCE POWDER METAL COMPONENTS CONTAINING FREE GRAPHITE TO PROMOTE SELF- LUBRICATION AND IMPROVED WEAR RESISTANCE |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
41461 |
2 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Division | National | 06/18/2014 | 14/308030 | Filed |
IRON-BASED
SINTERED POWDER METAL FOR WEAR RESISTANT APPLICATIONS |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||||
41916 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 12/05/2011 | 13/311123 | 02/24/2015 | 8962147 | Granted | 08/16/2032 |
POWDERED METAL
COMPONENT IMPREGNATED WITH CERIA AND/OR YTTRIA AND METHOD OF MANUFACTURE [NANOCERIA-TYPE SOLUTION IMPREGNATION OF POWDER METAL COMPONENTS FOR CORROSION RESISTANCE AND PERFORMANCE IMPROVEMENT] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42185 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 03/08/2013 | 13/790466 | 04/18/2017 | 9624568 | Granted | 10/12/2034 |
JDA W/ Ecole
Polytechnique THERMAL SPRAY APPLICATIONS USING IRON BASED ALLOY POWDER [USE OF LEAN TOOL STEEL- TYPE ALLOY POWDER FOR THERMAL SPRAY APPLICATIONS] |
FEDERAL-
MOGUL LLC |
PT | ||||||||||||||||||||
42411 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/15/2011 | 13/579083 | Filed |
A MASTER ALLOY
FOR PRODUCING SINTER HARDENED OR IMPROVED DURABILITY POWDER METAL (PM) COMPONENTS |
FEDERAL-
MOGUL LLC |
08/18/2011 |
WO/
2011/097736 |
PT | |||||||||||||||||||||
50470 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 10/17/2016 | 15/295733 | Filed |
JV with Ecole
Polytechnique - TREATMENT OF MELT FOR ATOMIZATION TECHNOLOGY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50607 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 10/16/2017 | 15/784587 | Filed |
FREE GRAPHITE
CONTAINING POWDERS [CAST IRON POWER (CIP) DEVELOPMENT] |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50649 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 09/01/2017 | 15/693747 | Filed |
SELF-GENERATED
PROTECTIVE ATMOSPHERE FOR LIQUID METALS (Joint w/Ecole Polytechnique) |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50698 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 08/03/2017 | 15/668368 | Filed |
COPPER
INFILTRATED MOLYBDENUM AND/ OR TUNGSTEN BASE POWDER METAL ALLOY FOR SUPERIOR THERMAL CONDUCTIVITY |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50723 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing | National | 12/15/2017 | 15/844277 | Filed |
THERMOMETRIC
METALLURGY MATERIALS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
50827 |
SINTERED -
VAVLE SEATS & GUIDES |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
04/12/2018 | 15/951688 | Filed |
MULTILAYER
SINTERED BUSHINGS AND BEARINGS |
FEDERAL-
MOGUL LLC |
PT | |||||||||||||||||||||||
40245 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 07/29/2005 | 11/193810 | 12/11/2007 | 7306235 | Granted | 07/29/2025 | PINNED LIMITER |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40245 |
2 |
SKOKIE
SEALING |
United States | Regular | Continuation-In-Part | National | 09/14/2012 | 13/617651 | 05/27/2014 | 8733763 | Granted | 07/29/2025 |
GASKET ASSEMBLY
HAVING ISOLATED COMPRESSION LIMITING DEVICE |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
40245 |
1 |
SKOKIE
SEALING |
United States | Regular | Division | National | 10/29/2007 | 11/927221 | 05/13/2014 | 8720906 | Granted | 10/08/2026 |
GASKET ASSEMBLY
HAVING ISOLATED COMPRESSION LIMITING DEVICE |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
40246 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 07/29/2005 | 11/193812 | 12/04/2007 | 7302925 | Granted | 07/29/2025 |
MANIFOLD GASKET
HAVING PUSHROD GUIDE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40246 |
1 |
SKOKIE
SEALING |
United States | Regular | Division | National | 10/23/2007 | 11/877362 | 10/23/2012 | 8292303 | Granted | 08/09/2026 |
MANIFOLD GASKET
HAVING PUSHROD GUIDE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
41417 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 02/03/2010 | 12/699310 | 10/08/2013 | 8550469 | Granted | 10/11/2031 |
MULTI-LAYERED
COMPOSITE GASKET |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
41767 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 06/08/2012 | 13/492143 | 12/19/2017 | 9845883 | Granted | 07/04/2032 |
SHAFT SEAL
ASSEMBLY [TRUCK AXLE SEAL WITH VACUUM PORT FEATURE] |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
42260 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 03/17/2014 | 14/215796 | 09/13/2016 | 9441574 | Granted | 04/25/2034 |
ENGINE SPACER
PLATE GASKET |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
42260 |
1 |
SKOKIE
SEALING |
United States | Regular | Division | National | 08/29/2016 | 15/249745 | Filed |
ENGINE SPACER
PLATE GASKET |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||||
50052 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 07/15/2014 | 14/331972 | 11/01/2016 | 9482179 | Granted | 07/15/2034 |
CYLINDER HEAD
GASKETS WITH PUSH-ROD EYELETS |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
50127 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 08/19/2014 | 14/462836 | 05/23/2017 | 9657840 | Granted | 09/19/2034 |
MULTI-LAYER
GASKET ASSEMBLY |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
50184 |
SKOKIE
SEALING |
United States | Regular | Original Filing | National | 08/20/2014 | 14/464161 | Filed |
MULTI-LAYER
GASKET ASSEMBLY |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||||||
51045 |
SKOKIE
SEALING |
United States |
Provisional
Filing |
Original Filing | National | 08/01/2018 | 62/713018 | Filed | 08/01/2019 |
SELF-EMBOSSING
GASKET TECHNOLOGY |
Federal-Mogul
Motorparts LLC |
MP | ||||||||||||||||||||||
30322 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 11/14/2001 | 09/993155 | 10/28/2003 | 6639148 | Granted | 11/14/2021 |
DUAL DRAIN WIRE
FOR EMI SHIELDING SLEEVE |
Federal-Mogul
Systems Protection Group |
PT | ||||||||||||||||||||
30323 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 10/22/2002 | 10/277297 | 03/30/2004 | 6711920 | Granted | 10/22/2022 |
KNIT CONVOLUTE
PROTECTED SLEEVE |
FEDERAL-
MOGUL WORLD WIDE LLC |
05/15/2003 | 2003/0089971 | PT | ||||||||||||||||||
30413 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 06/20/2003 | 10/600944 | 12/27/2005 | 6978643 | Granted | 01/20/2024 |
MULTIPLE LAYER
INSULATING SLEEVE |
FEDERAL-
MOGUL WORLD WIDE LLC |
01/08/2004 | 2004/0003630 | PT | ||||||||||||||||||
30586 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 03/02/2004 | 10/791230 | 11/01/2005 | 6960722 | Granted | 03/02/2024 |
HARNESS JUNCTION
OVERWRAP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
30586 |
1 |
SYSTEMS
PROTECTION |
United States |
Reissue
Patent |
Original Filing | National | 11/01/2007 | 11/933767 | 05/25/2010 | RE41348E | Granted | 03/02/2024 |
HARNESS JUNCTION
OVERWRAP |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
30687 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 12/21/2004 | 11/018700 | 04/24/2007 | 7207762 | Granted | 12/21/2024 |
ATTACHABLE
PUSH-ON RETAINERS |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40018 |
SYSTEMS
PROTECTION |
United States | Regular | Continuation-In-Part | National | 03/27/2007 | 11/691541 | 09/11/2012 | 8263866 | Granted | 09/16/2024 |
PROTECTION SHIELD
POSITIONING ASSEMBLY AND POSITIONING DEVICE THEREFOR AND METHOD OF USE [HEAT SHIELD POSITIONING ASSEMBLY] |
FEDERAL-
MOGUL WORLD WIDE LLC |
US20070191755 | PT | |||||||||||||||||||
40018 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 08/08/2012 | 13/569775 | 10/13/2015 | 9157564 | Granted | 03/27/2027 |
PROTECTION SHIELD
POSITIONING ASSEMBLY AND POSITIONING DEVICE THEREFOR AND METHOD OF USE |
FEDERAL-
MOGUL WORLD WIDE LLC |
11/29/2012 | 2012/02988178 | PT | |||||||||||||||||
40018 |
2 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 09/08/2015 | 14/847706 | Filed |
PROTECTION SHIELD
POSITIONING ASSEMBLY AND POSITIONING DEVICE THEREFOR AND METHOD OF USE |
FEDERAL-
MOGUL WORLD WIDE LLC |
11/29/2012 | 2012/02988178 | PT | ||||||||||||||||||||
40081 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 08/06/2002 | 10/213022 | 08/26/2003 | 6610928 | Granted | 08/06/2022 |
THERMALLY
INSULATIVE SLEEVE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40123 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 02/22/2005 | 11/063321 | 03/13/2007 | 7188642 | Granted | 08/18/2025 |
LOW FRICTION PULL
TAPE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40133 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 10/01/2004 | 10/956550 | 05/15/2007 | 7216622 | Granted | 10/01/2024 |
WIRING HARNESS
WITH INTEGRATED COMPONENT HEAT SHIELD |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40135 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 12/21/2005 | 11/316313 | 02/06/2007 | 7171940 | Granted | 12/21/2025 |
HEAT SHIELD FOR
ENGINE MOUNT |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40238 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 07/20/2005 | 11/185589 | 05/15/2007 | 7216678 | Granted | 07/20/2025 |
SELF-WRAPPING
TUBE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40238 |
2 |
SYSTEMS
PROTECTION |
United States | Regular | Continuation-In-Part | National | 12/28/2006 | 11/616983 | 07/08/2008 | 7395680 | Granted | 07/27/2025 |
SELF-CURLING
KNITTED SLEEVE AND METHOD OF FABRICATION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40361 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 03/12/2007 | 11/684984 | 08/18/2009 | 7576286 | Granted | 03/12/2027 |
PROTECTIVE SLEEVE
FABRICATED WITH HYBRID YARN HAVING WIRE FILAMENTS AND METHODS OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40384 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
08/01/2000 | 10/048568 | Filed |
SOUND ABSORBENT
PROTECTIVE SLEEVE [Gaine Textile de Protection Acoustique] |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
02/08/2001 | WO01/09417 | PT | |||||||||||||||||||||
40386 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
12/03/2002 | 10/498997 | 07/10/2007 | 7241482 | Granted | 02/16/2023 |
[PROTECTIVE
SHEATH RECLOSEABLE BY OVERLAPPING AND USE OF THIS SHEATH [GAINE DE PROTECTION REFERMABLE PAR RECOUVREMENT ET UTILISATION DE CETTE GAINE] |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
03/31/2005 | us-2005-006966 | PT | ||||||||||||||||||
40390 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
03/22/2004 | 10/550727 | 06/26/2007 | 7235737 | Granted | 03/22/2024 |
ELECTROMAGNETIC
SHIELDING SLEEVE WHICH IS INTENDED, FOR EXAMPLE, TO PROTECT BUNDLES OF CABLES FOR USE IN AERONAUTICS |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
2006185872 | PT | |||||||||||||||||||
40390 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Continuation | National | 05/22/2007 | 11/751927 | Filed |
ELECTROMAGNETIC
SHIELDING SLEEVE FOR PROTECTING BUNDLES OF CABLES AND METHODS OF CONSTRUCTION THEREOF AND PROTECTING WIRES |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
2006185872 | PT | |||||||||||||||||||||
40393 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/14/2005 | 11/665328 | 11/02/2010 | 7823420 | Granted | 10/14/2025 |
ELEMENT TEXTILE
DE PROTECTION DUN SUPPORT PLASTIQUE |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
04/21/2006 | WO2006/042946 | PT | ||||||||||||||||||
40394 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
10/11/2005 | 11/665536 | Filed |
PROCEDE DE
FIXATION DUN ECRAN THERMIQUE SUR UNE PIECE PLASTIQUE ET ECRAN THERMIQUE (Method for Fixing a Thermal Screen onto a Plastic Part and Thermal Screen Thus Adapted) |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
04/27/2006 |
WO/
2006/042935 |
PT | |||||||||||||||||||||
40434 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 03/14/2006 | 11/375326 | 10/28/2008 | 7442875 | Granted | 05/26/2026 |
PROTECTED SHEATH
WITH INTEGRAL BIASED FLAP CLOSURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40582 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 08/23/2012 | 13/593325 | 03/04/2014 | 8663766 | Granted | 01/18/2027 |
FABRIC FOR END
FRAY RESISTANCE AND PROTECTIVE SLEEVES FORMED THEREWITH AND METHODS OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40582 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 01/18/2007 | 11/654943 | 09/25/2012 | 8273429 | Granted | 10/04/2028 |
FABRIC FOR END
FRAY RESISTANCE AND PROTECTIVE SLEEVES FORMED THEREWITH AND METHODS OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40599 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 01/04/2007 | 11/619736 | 05/29/2012 | 8186325 | Granted | 06/10/2030 |
HEAT SHIELD
HAVING LOCATING AND RETENTION FEATURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40599 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 05/11/2012 | 13/469658 | 11/18/2014 | 8887687 | Granted | 06/10/2030 |
HEAT SHIELD
HAVING LOCATING AND RETENTION FEATURES |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40620 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
02/26/2007 | 12/279725 | Filed |
SLEEVING FOR
IMPACT PROTECTION OF A PIPE AGAINST IMPACTS, IN PARTICULAR FOR FUEL PIPES [Gaine de protection aux chocs] |
FEDERAL-
MOGUL OPERATIONS FRANCE SAS |
09/07/2007 |
WO/
2007/099219 |
PT | |||||||||||||||||||||
40660 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 03/01/2007 | 11/712650 | 10/13/2009 | 7600539 | Granted | 07/10/2027 |
LOW PROFILE
TEXTILE WIRE BUNDLER SLEEVE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40663 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 12/28/2006 | 11/617686 | 06/04/2013 | 8455080 | Granted | 12/28/2026 |
SELF-ADHESIVE
PROTECTIVE SUBSTRATE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40664 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 04/09/2007 | 11/697836 | 04/28/2009 | 7523532 | Granted | 04/09/2027 |
NONWOVEN SELF
WRAPPING ACOUSTIC SLEEVE AND METHOD OF CONSTRUCTION THEREFOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40664 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 03/25/2009 | 12/410947 | 07/13/2010 | 7754301 | Granted | 04/09/2027 |
NONWOVEN SELF
WRAPPING ACOUSTIC SLEEVE AND METHOD OF CONSTRUCTION THEREFOR |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40665 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 04/03/2007 | 11/696043 | 12/28/2010 | 7858164 | Granted | 08/06/2029 |
END FRAY SOLUTION
FOR TEXTILE STRUCTURE |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40737 |
2 |
SYSTEMS
PROTECTION |
United States | Regular | Division | National | 09/02/2011 | 13/224401 | 06/18/2013 | 8464427 | Granted | 06/27/2027 |
SLEEVE BEARING
ASSEMBLY AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40745 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 06/27/2007 | 11/769354 | 04/10/2012 | 8152380 | Granted | 01/12/2030 |
SLEEVE BEARING
ASSEMBLY AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | |||||||||||||||||||
40802 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 09/21/2007 | 11/859428 | 09/18/2012 | 8268916 | Granted | 09/21/2027 |
FLAME-RETARDANT
COMPOUND AND METHOD OF MANUFACTURE THEREOF |
FEDERAL-
MOGUL WORLD WIDE LLC |
PT | ||||||||||||||||||||
40856 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 01/09/2008 | 11/971484 | 06/29/2010 | 7744143 | Granted | 10/15/2028 |
NONWOVEN PANEL
AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
40924 |
1 |
SYSTEMS
PROTECTION |
United States | Regular | Continuation | National | 12/17/2013 | 14/109601 | 01/05/2016 | 9228278 | Granted | 02/25/2029 |
PROTECTIVE TEXTILE
SLEEVE HAVING HIGH EDGE ABRASION RESISTANCE AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
40924 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 02/25/2009 | 12/392156 | 04/22/2014 | 8701716 | Granted | 02/09/2032 |
PROTECTIVE TEXTILE
SLEEVE HAVING HIGH EDGE ABRASION RESISTANCE AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
40935 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
05/07/2008 | 12/599099 | Filed |
ELECTROMAGNETIC
PROTECTION SHEATH MADE OF TEXTILE [ROUND-IT] (Gaine de protection electromagnetique (EMI) en textile) |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
08/26/2010 | 2010/0212952 | PT | |||||||||||||||||||||
40978 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
07/16/2008 | 12/669850 | 07/08/2014 | 8771817 | Granted | 07/16/2028 |
METHOD OF
APPLYING AN ELASTOMER TO A SHEATH [PROCEDE DAPPLICATION DUN ELASTOMERE SUR UNE GAINE] |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
03/12/2009 |
WO/
2009/030834 |
PT | ||||||||||||||||||
40979 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 01/06/2009 | 12/349264 | 05/12/2015 | 9028937 | Granted | 12/01/2031 |
MULTILAYER
PROTECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
40999 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 08/22/2008 | 12/196375 | 07/20/2010 | 7757517 | Granted | 09/07/2028 |
PROTECTIVE SLEEVE
WITH KNITTED OPENING AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41007 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing | National | 10/07/2010 | 12/900105 | 01/17/2017 | 9548596 | Granted | 06/14/2031 |
FLEXIBLE TEXTILE
SLEEVE WITH END FRAY RESISTANT, PROTECTIVE COATING AND METHOD OF CONSTSRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41032 |
SYSTEMS
PROTECTION |
United States | Regular | Original Filing |
Patent
Cooperation Treaty |
11/30/2010 | 12/995276 | Filed |
OVEN SEALING WITH
SPRING EFFECT FOR AUTOMATIC FIXTURE TO THE OVEN [Joint d/ etancheite, piece de four equipe dun tel joint et four comprenant un tel joint] |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
41129 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/03/2009 | 12/553231 | 06/10/2014 | 8747582 | Granted | 09/03/2029 |
SELF-WRAPPING
TEXTILE SLEEVE WITH PROTECTIVE COATING AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41129 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 05/15/2014 | 14/278798 | 05/10/2016 | 9336924 | Granted | 09/03/2029 |
SELF-WRAPPING
TEXTILE SLEEVE WITH PROTECTIVE COATING AND METHOD OF MANUFACTURE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
41155 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/25/2009 | 12/933773 | 05/21/2013 | 8445784 | Granted | 02/07/2030 |
Protective Device,
Particularly for Connection Element [ Dispositif de protection, notamment pour un lement de connexion] |
FEDERAL-
MOGUL SYSTEMS PROTECTION S.A.S. |
PT | ||||||||||||||||||||
41231 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/10/2009 | 12/481670 | Filed |
NON-WOVEN
SELF-
WRAPPING THERMAL SLEEVE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41249 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/22/2008 | 12/196715 | 01/25/2011 | 7874184 | Granted | 04/10/2029 |
THERMAL
PROTECTION SLEEVE WITH KNIT THERMAL PROTECTION FEATURES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41294 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 05/10/2011 | 13/104508 | Filed |
NON-WOVEN,
SELF-
WRAPPING THERMAL SLEEVE AND METHOD OF CONSTRUCTION THEREOF (look at 40664 and 41261) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41459 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/16/2011 | 13/210638 | Filed |
NON-KINKING
SELF-
WRAPPING WOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41460 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/16/2011 | 13/162006 | 04/15/2014 | 8697786 | Granted | 06/16/2031 |
FLAME-RETARDANT
COMPOUND, CONTINUOUS MATERIALS CONSTRUCTED THEREFROM AND METHODS OF MANUFACTURE THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41554 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/10/2010 | 12/797798 | Filed |
FLEXIBLE, ABRASION
RESISTANT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION HEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41562 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/08/2011 | 13/314289 | Filed |
TEXTILE SLEEVE
WITH PROTECTIVE COATING AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41571 |
SYSTEMS
PROTECTION |
United
States |
Regular | Continuation-In-Part | National | 09/04/2009 | 12/554454 | 10/09/2012 | 8283563 | Granted | 07/10/2029 |
EMI/RFI/ESD
SHIELDING SLEEVES FABRICATED WITIH HYBRID YARN HAVING BOTH NON-CONDUCTIVE FILAMENTS AND SINGLE PIECE CONDUCTIVE WIRE FILAMENTS AND METHODS OF CONSTRUCTING THE SLEEVES AND HYBRID YARN |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41580 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/19/2010 | 12/838816 | 05/07/2013 | 8434333 | Granted | 12/19/2030 |
TRI-LAYER
KNIT
FABRIC, THERMAL PROTECTIVE MEMBER FORMED THEREFROM AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41631 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/15/2013 | 13/836299 | 06/23/2015 | 9062396 | Granted | 09/18/2033 |
CORRUGATED KNIT
SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41642 |
2 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 06/08/2015 | 14/733031 | 01/02/2018 | 9856061 | Granted | 11/09/2030 |
LOW PROFILE,
WRAPPABLE ELONGATE MEMBERS SPACER AND METHOD OF MAINTAINING ELONGATE MEMBERS IN FIXED, SPACED RELATIVE RELATION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
41642 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/09/2010 | 12/942309 | 06/23/2015 | 9062802 | Granted | 06/25/2032 |
LOW PROFILE,
WRAPPABLE SPACER FOR MAINTAINING A PAIR OF ELONGATE MEMBERS IN FIXED, SPACED RELATIVE RELATION AND METHOD OF MAINTAINING ELONGATE MEMBERS IN FIXED, SPACED RELATIVE RELATION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41642 |
3 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 12/28/2017 | 15/856634 | Filed |
LOW PROFILE,
WRAPPABLE ELONGATE MEMBERS SPACER AND METHOD OF MAINTAINING ELONGATE MEMBERS IN FIXED, SPACED RELATIVE RELATION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
41655 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/02/2012 | 13/633528 | 11/04/2014 | 8875746 | Granted | 11/08/2032 |
TEXTILE SLEEVE
WITH TWISTED HYBRID FILL YARN AND METHOD OF CONSTRUCTION THEREOF [TWISTED YARN IN THE FILL DIRECTION FOR MULTIFUNCTIONAL PERFORMANCE IN A SINGLE END] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41661 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/16/2010 | 12/856919 | 07/04/2017 | 9695962 | Granted | 10/26/2032 |
FIRE RESISTANT
TEXTILE SLEEVE AND METHODS OF CONSTRUCTION THEREOF AND PROVIDING FIRE PROTECTION THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41662 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/24/2010 | 12/953788 | 02/05/2013 | 8367182 | Granted | 06/11/2031 |
OPEN SLEEVE WITH
INTEGRATED FIXING (LOOP) AND CLOSING (LACING TAPE) MECHANISM [Gaine ouverte avec fixation et fermeture integree] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41764 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/15/2011 | 13/160613 | 09/24/2013 | 8540531 | Granted | 11/16/2031 |
EMI CONNECTOR
FERRULE AND ASSEMBLY COMBINATION THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41807 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/22/2012 | 13/592150 | 05/10/2016 | 9334591 | Granted | 12/27/2032 |
FLEXIBLE GREEN
NONWOVEN BATTERY COVER AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41807 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 04/12/2016 | 15/096426 | Filed |
FLEXIBLE GREEN
NONWOVEN BATTERY COVER AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
41826 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/16/2014 | 14/333342 | 04/05/2016 | 9307685 | Granted | 07/16/2034 |
See also 50118 THE USE
OF LOW MELT FUSABLE MATERIAL FOR RETAINING THE BRAID ANGLE ON EMI SLEEVING |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41826 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 03/23/2016 | 15/078341 | Filed |
PROTECTIVE SLEEVE
WITH BONDED WIRE FILAMENTS AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
41876 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/20/2011 | 13/236960 | Filed |
(JDA with e2e)
COMPOSITE PANEL HAVING BONDED NONWOVEN AND BIODEGRADABLE RESINOUS-FIBER LAYERS AND METHOD OF CONSTRUCTION (f/k/a PRESSED QUIET SHIELD) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
41887 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/30/2011 | 13/249667 | 08/13/2013 | 8505339 | Granted | 12/23/2031 |
KNIT SLEEVE WITH
KNIT BARRIER HAVING A BARRIER THEREIN AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41910 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/04/2012 | 13/644781 | 01/09/2018 | 9862109 | Granted | 10/04/2034 |
METHOD OF CUTTING
TUBULAR MEMEBERS AND APPARATUS THEREFOR [MULTI-END TWISTUBE TOWER FORM AND CUT MACHINE] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41937 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/25/2012 | 13/531768 | 04/17/2018 | 9945054 | Granted | 10/21/2032 |
HIGH TEMPERATURE
RESISTANT WEFT KNIT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41939 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/14/2012 | 13/523405 | 09/10/2013 | 8528456 | Granted | 06/14/2032 |
COATED TEXTILE
SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
41961 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/22/2012 | 13/592172 | 06/24/2014 | 8757215 | Granted | 09/07/2032 |
RADIALLY
COLLAPSIBLE AND EXPANDABLE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [sleeve which allows for low profile shipping] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42034 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/11/2012 | 13/493661 | Filed |
REFLECTIVE TEXTILE
SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLEXIBLE HEAT SHIELD: SILVER FLEXGUARD] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42054 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 04/18/2012 | 13/450021 | Filed |
MULTILAYER
TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [TEXTILE HIGH STRENGTH CRASH PROTECTION] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42151 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/25/2014 | 14/340691 | Filed |
REINFORCED
WRAPPABLE PROTECTIVE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42152 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2013 | 13/801633 | 03/06/2018 | 9913415 | Granted | 01/19/2036 |
EMI SHIELDING
TEXTILE FABRIC, WRAPPABLE SLEEVE CONSTRUCTED THEREFROM AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42188 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/01/2013 | 14/070237 | 06/26/2018 | 10006157 | Granted | 04/07/2034 |
POWDER RESIN
LAYERED NONWOVEN MATERIAL AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42214 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/01/2013 | 13/782813 | 07/28/2015 | 9091002 | Granted | 03/01/2033 |
WRAPPABLE END
FRAY RESISTANT PROTECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [COLD CUT END FRAY SOLUTION BY SUDDENLY INCREASING WARP YARN DENSITY AND CALENDERING PROCESS] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42216 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/05/2014 | 14/198288 | 03/22/2016 | 9290876 | Granted | 03/20/2034 |
HEAT-SHRUNK
TEXTILE SLEEVE WITH EXTENDED ELECTRO- FUNCTIONAL YARN AND METHOD OF CONSTRUCTION THEREOF [Gain chauffante textile thermo retractable incluant des fils metalliques a degagement akutomatique] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42223 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/04/2014 | 14/172715 | 03/06/2018 | 9909237 | Granted | 06/23/2035 |
NON-KINKING
SELF-
WRAPPING WOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLEXIBLE WOVEN STRUCTURES] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42223 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 03/05/2018 | 15/911525 | Filed |
NON-KINKING
SELF-
WRAPPING WOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLEXIBLE WOVEN STRUCTURES] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
42276 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2013 | 13/801889 | 03/01/2016 | 9277684 | Granted | 11/02/2033 |
SELF-WRAPPING EMI
SHIELDING TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42298 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 04/12/2016 | 15/096561 | 03/06/2018 | 9908251 | Granted | 10/05/2032 |
METHOD OF CUTTING
TUBULAR MEMBERS AND APPARATUS THEREFOR [ANGLE CUTTING FOR TWISTTUBE PROCESS (VER.5.3 CUTTING MACHINE) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
42298 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/05/2012 | 13/645097 | 05/10/2016 | 9333662 | Granted | 12/20/2033 |
METHOD OF CUTTING
TUBULAR MEMBERS AND APPARATUS THEREFOR [ANGLE CUTTING FOR TWISTTUBE PROCESS (VER.5.3 CUTTING MACHINE) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42320 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/11/2013 | 13/793397 | 10/25/2016 | 9478954 | Granted | 10/22/2028 |
SELF-CURLING
NONWOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLEXIBLE QUIETWRAP] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42320 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 10/19/2016 | 15/297330 | Filed |
SELF-CURLING
NONWOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLEXIBLE QUIETWRAP] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
42361 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/11/2014 | 14/204294 | Filed |
WRAPPABLE TEXTILE
SLEEVE HAVING SUPPLEMENTAL LACE CLOSURE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42396 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/11/2013 | 13/764443 | 05/12/2015 | 9027706 | Granted | 06/13/2033 |
ENHANCED,
LIGHTWEIGHT SCRIM ABSORBER [IMPROVED LIGHTER SOUND ABSORBER] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
42429 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/06/2013 | 13/761049 | 07/19/2016 | 9394636 | Granted | 04/29/2034 |
ENHANCED BRAIDED
SLEEVE AND METHOD OF CONSTRUCTION THEREOF [TUBULAR BRAIDED SLEEVE FOR HIGH STRENGTH CRASH PROTECTION] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42444 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/10/2012 | 13/710148 | 03/29/2016 | 9297491 | Granted | 08/15/2033 |
CLEVAFLEX
ACQUISITION - THERMALLY INSULATIVE AND REFLECTIVE CONVOLUTED SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42445 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 05/09/2002 | 10/142017 | 03/16/2004 | 6705669 | Granted | 05/09/2022 |
CLEVAFLEX ACQ -
ENERGY ABSORBER |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42446 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/11/2003 | 10/733596 | 08/12/2008 | 7410550 | Granted | 12/11/2023 |
CLEVAFLEX ACQ -
FLEXIBLE INSULATING SLEEVE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42451 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/17/2014 | 14/216444 | Filed |
MOLDABLE
NONWOVEN HAVING HIGH STRENGTH TO WEIGHT RATIO FOR STRUCTURAL COMPONENTS AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42461 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 11/27/2017 | 15/823102 | Filed |
[F-M
POWERTRAIN
AND ACOME JOINTLY OWN THIS PATENT] COAXIAL CABLE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
42461 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/10/2013 | 14/102180 | Filed |
[F-M
POWERTRAIN
AND ACOME JOINTLY OWN THIS PATENT] COAXIAL CABLE AND METHOD OF CONSTRUCTION THEREOF [AUTOMOTIVE HIGH VOLTAGE CASBLE >60 V RMS) SHIELDED AGAINST EMI WITH A LIGHT AND FLEXIBLE BRAID] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42465 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/26/2013 | 13/952441 | Filed |
WRAPPABLE
PROTECTIVE SLEEVE WITH CLOSURE AND LOCATING FEATURE AND METHODS OF CONSTRUCTION AND USE THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42477 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/10/2014 | 14/203162 | 09/08/2015 | 9127381 | Granted | 03/26/2034 |
WRAPPABLE TEXTILE
SLEEVE WITH EXTENDABLE ELECTRO- FUNCTIONAL YARN LEADS AND METHOD OF CONSTRUCTION THEREOF [WRAPPABLE WOVEN SLEEVE INTEGRATED WITH ACTIVE WIRES FOR ENERGY TRANSER APPLICATIONS] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42484 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2014 | 14/209340 | 08/29/2017 | 9745679 | Granted | 11/24/2035 |
WARP KNIT
WRAPPABLE SLEEVE WITH EXTENDABLE ELECTRO- FUNCTIONAL YARNS AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42506 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2014 | 14/209563 | 11/14/2017 | 9816208 | Granted | 11/11/2035 |
SELF-WRAPPABLE
ePTFE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF (combined with 42452) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42508 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/12/2014 | 14/484369 | Filed |
HIGH SURFACE AREA
FIBER AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
42509 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/03/2015 | 14/636662 | 08/16/2016 | 9416469 | Granted | 03/03/2035 |
FLEXIBLE, ABRASION
RESISTANT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
42576 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/14/2013 | 13/803225 | Filed |
END-FRAY
RESISTANT
HEAT-SHRINKABLE WOVEN SLEEVE, ASSEMBLY THEREWITH AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50016 |
2 |
SYSTEMS
PROTECTION |
United
States |
Regular | Continuation-In-Part | National | 12/03/2014 | 14/559832 | 08/02/2016 | 9404204 | Granted | 03/15/2033 |
CIP of
SY-41554
FLEXIBLE, ABRASION RESISTANT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
50016 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Continuation-In-Part | National | 03/15/2013 | 13/837136 | 01/06/2015 | 8925592 | Granted | 06/08/2033 |
CIP of
SY-41554
FLEXIBLE, ABRASION RESISTANT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
50048 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 05/28/2014 | 14/288795 | 04/25/2017 | 9633758 | Granted | 11/07/2034 |
WRAPPED TEXTILE
SLEEVE WITH BONDED CLOSURE MECHANISM AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50048 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 09/02/2016 | 15/255661 | Filed |
WRAPPED TEXTILE
SLEEVE WITH BONDED CLOSURE MECHANISM AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50090 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/21/2014 | 14/550621 | Filed |
SPIRAL WRAPPED
NONWOVEN SLEEVE AND METHOD OF CONSTRUCTION THEREOF [REFLECTSLEEVE 1485 / 1486 EDGE SEALING] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50092 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/26/2014 | 14/468997 | Filed |
PROTECTIVE TEXTILE
SLEEVE WITH HOT MELT FIXATION, END FRAY PREVENTION LAYER AND METHODS OF CONSTRUCTION AND APPLICATION THEREOF [HOT MELT POWDER AND SHEET FOR FIXATION OF APPLICATION] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50112 |
SYSTEMS
PROTECTION |
United
States |
Regular | Division | National | 04/02/2018 | 15/943201 | Filed |
50115 50116 combined
into 50112 WRAPPABLE LAMINATED TEXTILE SLEEVE WITH ENHANCED FLEXIBILITY AND METHOD OF REDUCING CRACKING IN A FOIL LAYER OF A WRAPPABLE TEXTILE SLEEVE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50112 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/01/2013 | 14/043663 | Filed |
50115 50116 combined
into 50112 WRAPPABLE LAMINATED TEXTILE SLEEVE WITH ENHANCED FLEXIBILITY AND METHOD OF REDUCING CRACKING IN A FOIL LAYER OF A WRAPPABLE TEXTILE SLEEVE |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50114 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/26/2014 | 14/468858 | Filed |
WRAPPABLE MULTI-
LAYERED HEATSHIELD [MULTI- LAYERED SANDWICH STRUCTURE THERMAL INSULATING HEATSHIELD FOR AUTOMOTIVE EXHAUST SYSTEM] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50137 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 05/01/2015 | 14/701875 | Filed |
MICRO-PERFORATED
REFLECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50154 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/20/2015 | 14/627462 | 12/12/2017 | 9840793 | Granted | 10/15/2035 |
Non-Kinking
Wrappable
Knit Sleeve and Method of Construction Thereof |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50163 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/08/2014 | 14/563786 | 01/09/2018 | 9863070 | Granted | 05/01/2036 |
TUBULAR KNITTING
EDGES TO PREVENT INTERLOCK OR JERSEY KNITTING SLEEVE EDGE ROLLED UP PROBLEM |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50199 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/16/2015 | 14/801175 | Filed |
WRAPPABLE
ABRASION RESISTANT, REFLECTIVE THERMAL PROTECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50241 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/10/2015 | 14/643638 | 05/08/2018 | 9963808 | Granted | 06/26/2036 |
KNIT EMI SHIELD AND
METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50339 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/24/2015 | 14/833461 | Filed |
FLEXIBLE BATTERY
COVER WITH INTEGRAL LID, METHOD OF CONSTRUCTION THEREOF, AND METHOD OF ENCLOSING A BATTERY THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50341 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/21/2015 | 14/859632 | 05/02/2017 | 9637071 | Granted | 09/21/2035 |
MOLDABLE NATURAL
FIBER NONWOVEN WIRE HARNESS TROUGH AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50348 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/24/2015 | 14/863201 | Filed |
TEXTILE SLEEVE
WITH ADHESIVE FIXATION LAYER AND METHODS OF CONSTRUCTION AND USE THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50366 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/27/2015 | 14/634216 | Filed |
BRAIDED TEXTILE
SLEEVE WITH SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50366 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/30/2015 | 14/928107 | Filed |
BRAIDED TEXTILE
SLEEVE WITH SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50379 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/25/2015 | 14/952553 | 10/04/2016 | 9457739 | Granted | 11/25/2035 |
NONWOVEN
ACOUSTIC SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||
50402 |
1 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/05/2016 | 15/202132 | 01/23/2018 | 9876339 | Granted | 07/05/2036 |
THERMAL SLEEVE
WITH INTEGRAL POSITIONING MEMBER, ASSEMBLY THEREWITH AND METHOD OF CONSTRUCTION THEREOF CIRCUMFERENTIALLY CONTINUOUS AND CONSTRICTABLE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
50402 |
3 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/03/2016 | 15/227585 | 01/09/2018 | 9865379 | Granted | 08/03/2036 |
THERMAL SLEEVE
WITH SELF- ADJUSTING POSITIONING MEMBER, ASSEMBLY THEREWITH AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||
50402 |
5 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/29/2016 | 15/224348 | Filed |
THERMAL SLEEVE
WITH POSITIONING MEMBER, ASSEMBLY THEREWITH AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50402 |
2 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/03/2016 | 15/227210 | Filed |
THERMAL SLEEVE
WITH REFLECTIVE POSITIONING MEMBER, ASSEMBLY THEREWITH AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50402 |
4 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/03/2016 | 15/227329 | Filed |
THERMAL SLEEVE
WITH SELF- RETAINING POSITIONING MEMBER, ASSEMBLY THEREWITH AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50423 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/24/2017 | 15/658128 | Filed |
KNIT TUBULAR
PROTECTIVE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50445 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/18/2015 | 14/975129 | Filed |
WRAPPABLE END
FRAY RESISTENT WOVEN PROTECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50452 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 04/15/2016 | 15/130076 | Filed |
EMI PROTECTIVE
SLEEVE AND METHOD OF CONSTRUCTION THEREOF [FLAT WIRE BASED SELF- WRAPPABLE EMI SHIELDING] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50457 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 09/30/2016 | 15/282366 | Filed |
TOOL FOR FIXING A
TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER TO BE PROTECTED AND METHOD OF USE THEREOF (see also 50549) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50476 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/08/2016 | 15/176584 | Filed |
TRANSPARENT,
END-FRAY RESISTANT TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [CLEAR ROUNDIT EMC] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50483 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/03/2016 | 15/227480 | Filed |
WOVEN TUBULAR
THERMAL SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50487 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/08/2016 | 15/530182 | Filed |
BRAIDED,
REFLECTIVE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF (related to 50483) |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50552 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/28/2016 | 15/337472 | Filed |
SELF-WRAPPING,
BRAIDED TEXTILE SLEEVE WITH SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50553 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 11/10/2016 | 15/348682 | Filed |
BRAIDED TEXTILE
SLEEVE WITH AXIALLY COLLAPSIBLE, ANTI- KINKING FEATURE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title |
Current
Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
50554 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/28/2016 | 15/337750 | Filed |
BRAIDED TEXTILE
SLEEVE WITH INTEGRATED OPENING AND SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50557 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/08/2018 | 15/892242 | Filed |
THERMALLY
INSULATIVE, DURABLE, REFLECTIVE CONVOLUTED SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50560 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 06/30/2017 | 15/639053 | Filed |
CIRCUMFERENTIALLY
CONTINUOUS AND CONSTRICTABLE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [HALF- FUNCTIONALLY FILLED OPTIMIZED SHRINKABLE WOVEN TUBE] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50595 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2017 | 15/457085 | Filed |
TEXTILE SLEEVE
HAVING A LOW MELT ADHESIVE COATING WITH PROTECTIVE LAYER THEREOVER AND METHOD OF CONSTRUCTION THEREOF [NEW COATING METHOD TO IMPROVE BOND ISSUE AND LONG DRY PROCESS] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50608 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/12/2017 | 15/648336 | Filed |
KNIT TEXTILE SLEEVE
WITH SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50609 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 03/13/2017 | 15/457729 | Filed |
TOOL FOR FIXING A
TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER TO BE PROTECTED AND METHOD OF FIXING A PROTECTIVE TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50610 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 01/20/2017 | 15/411080 | Filed |
ABRASION
RESISTANT BRAIDED TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50612 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 01/18/2017 | 15/409150 | Filed |
ABRASION
RESISTANT TEXTILE SLEEVE, IMPROVED MULTIFILAMENT YARN THEREFOR AND METHODS OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50620 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/08/2017 | 15/428029 | Filed |
BRAIDED TEXTILE
SLEEVE WITH SELF- SUSTAINING EXPANDED AND CONTRACTED STATES AND ENHANCED AS SUPPLIED BULK CONFIGURATION AND METHODS OF CONSTRUCTION AND SUPPLYING BULK LENGTHS THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50683 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/26/2018 | 16/046919 | Filed |
BRAIDED TEXTILE
SLEEVE WITH LOCKED YARNS AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50715 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/23/2017 | 15/684857 | Filed |
IMPACT RESISTANT,
SHRINKABLE WOVEN TUBULAR SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50716 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/23/2017 | 15/684875 | Filed |
IMPACT RESISTANT,
SHRINKABLE KNITTED TUBULAR SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50718 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 08/23/2017 | 15/684799 | Filed |
IMPACT RESISTANT,
SHRINKABLE BRAIDED TUBULAR SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50740 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 10/27/2017 | 15/796333 | Filed |
MULTI-CAVITY,
SHRINKABLE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50742 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 01/31/2018 | 15/885638 | Filed |
WOVEN SLEEVE WITH
INTEGRAL ATTACHMENT LOOPS AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50769 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 02/28/2018 | 15/908791 | Filed |
ABRASION
RESISTANT BRAIDED CONVOLUTE TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [ACCORDION BRAIDING PROTECTOR] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50774 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 12/13/2017 | 15/840514 | Filed |
GROUND STRAP AND
METHOD OF GROUNDING A PLURALITY OF ELECTRICALLY CONDUCTIVE MEMBERS THEREWITH |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50790 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 07/25/2018 | 16/045521 | Filed |
BRAIDED TEXTILE
SLEEVE WITH HOT-MELT ADHESIVE YARN AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50795 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 04/03/2018 | 15/944708 | Filed |
WOVEN EMI AND
ABRASION RESISTANT SLEEVE AND METHOD OF MANUFACTURING |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50799 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 01/30/2018 | 15/884174 | Filed |
BRAIDED
ELECTROMAGNETIC INTERFERENCE PROTECTIVE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [ULTRA- HIGH EXPANSION RATIO LIGHT EMI SHIELDING BRAID] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | |||||||||||||||||||||||
50922 |
SYSTEMS
PROTECTION |
United
States |
Provisional
Filing |
Original Filing | National | 01/10/2018 | 62/615842 | Filed | 01/10/2019 |
IMPACT RESISTANT,
TUBULAR TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
50938 |
SYSTEMS
PROTECTION |
United
States |
Provisional
Filing |
Original Filing | National | 11/06/2017 | 62/582140 | Filed | 11/06/2018 |
REFLECTIVE
THERMAL BATTERY INSULATOR COVER |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
51004 |
SYSTEMS
PROTECTION |
United
States |
Provisional
Filing |
Original Filing | National | 06/18/2018 | 62/686572 | Filed | 06/18/2019 |
TOOL FOR FIXING A
TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER AND METHOD OF FIXING A TEXTILE SLEEVE ABOUT AN ELONGATE MEMBER |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
51017 |
SYSTEMS
PROTECTION |
United
States |
Provisional
Filing |
Original Filing | National | 04/06/2018 | 62/654177 | Filed | 04/06/2019 |
SELF-WRAPPING
SLEEVE AND METHOD OF CONSTRUCTION THEREOF [NEEDLE PUNCHED PROTECTOR FOR NOISE ABSORPTION, EMC SHIELD, CRASH SHIELD, AND OTHERS] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
51051 |
SYSTEMS
PROTECTION |
United
States |
Provisional
Filing |
Original Filing | National | 06/05/2018 | 62/681006 | Filed | 06/05/2019 |
IMPACT RESISTANT,
TUBULAR TEXTILE SLEEVE AND METHOD OF CONSTRUCTION THEREOF [ELONGATED ELEMENTS CRASH PROTECTION COMPOSED OF TUBULAR INTERACED TUBULAR TEXTILE SUBCOMPONENTS] |
FEDERAL-
MOGUL POWERTRAIN LLC |
PT | ||||||||||||||||||||||
P/3021 |
SYSTEMS
PROTECTION |
United
States |
Regular | Original Filing | National | 04/26/1999 | 09/299247 | 05/08/2001 | 6227094 | Granted | 04/26/2019 |
BRAIDED TUBULAR
ARTICLE |
Federal-Mogul
Systems Protection Group |
PT | ||||||||||||||||||||
50425 |
VALVETRAIN |
United
States |
Regular | Original Filing | National | 11/28/1994 | 08/345206 | 10/21/2003 | 6635128 | Granted | 10/21/2020 |
WORK HARDENED
POPPET EXHAUST VALVE |
Federal-Mogul
Valvetrain GmbH |
PT | ||||||||||||||||||||
50428 |
VALVETRAIN |
United
States |
Regular | Original Filing | National | 12/10/2001 | 10/016343 | 09/02/2003 | 6613251 | Granted | 12/10/2021 |
METHOD OF FORMING
A CERAMIC ARTICLE INCLUDING SILICON CARBIDE |
Federal-Mogul
Valvetrain GmbH |
PT | ||||||||||||||||||||
50429 |
VALVETRAIN |
United
States |
Regular | Original Filing | National | 08/19/2002 | 10/223182 | 03/14/2006 | 7011067 | Granted | 08/19/2022 |
CHROME PLATED
ENGINE VALVE |
Federal-Mogul
Valvetrain GmbH |
PT | ||||||||||||||||||||
50430 |
VALVETRAIN |
United
States |
Regular | Original Filing | National | 07/10/2006 | 11/483882 | 03/23/2010 | 7682471 | Granted | 07/10/2026 |
AUSTENITIC IRON-
BASED ALLOY |
Federal-Mogul
Valvetrain GmbH |
PT | ||||||||||||||||||||
50512 |
VALVETRAIN |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/27/2016 | 15762170 | Filed |
Hollow valve with hollow
sided whirling blades Hohlraumventil mit hohlraumseitig angebrachten Verwirbelungsschaufeln |
Federal-Mogul
Valvetrain GmbH |
03/30/3017 | WO2017/050468 | PT | |||||||||||||||||||||
50513 |
VALVETRAIN |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/11/2016 | 15761643 | Filed |
cavety valve with
blanking over with reducing notch Hohlraumventil mit Verschlußdeckel mit Entlastungskerbe |
Federal-Mogul
Valvetrain GmbH |
03/30/2018 | WO2017/050453 | PT | |||||||||||||||||||||
50514 |
VALVETRAIN |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/06/2016 |
PCT/
EP2016/065965 |
Filed |
heat roll of cavity valve
Warmwalzen von Hohlraumventilen |
Federal-Mogul
Valvetrain GmbH |
05/04/2017 | WO2017/071840 | PT | |||||||||||||||||||||
00202-WP |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
08/21/2002 | 10/130908 | 03/27/2007 | 7194781 | Granted | 08/21/2022 |
WINDSCREEN WIPER
DEVICE (WEAR INDICATOR) |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
00204-WP |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
10/02/2000 | 10/110357 | 11/23/2004 | 6820304 | Granted | 10/02/2020 |
WINDSCREEN WIPER
DEVICE ( X 6 ARTICULATION) |
FEDERAL-
MOGUL SA (AUBANGE) |
04/19/2001 | WO01/26942 | MP | ||||||||||||||||||
30074-1 |
1 | WIPERS |
United
States |
Regular | Original Filing | National | 03/21/2002 | 10/103477 | 07/27/2004 | 6766553 | Granted | 05/24/2022 |
HEAVY-DUTY FLAT
WIPER BLADE ASSEMBLY |
FEDERAL-
MOGUL WORLD WIDE LLC |
09/25/2003 | 2003-0177599A1 | MP | |||||||||||||||||
30074-2 |
2 | WIPERS |
United
States |
Regular | Division | National | 03/10/2004 | 10/797336 | 05/01/2007 | 7210228 | Granted | 03/21/2022 |
METHOD OF
MANUFACTURING A FLAT WIPER BLADE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
30175 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
05/02/2002 | 10/476929 | 09/01/2009 | 7581277 | Granted | 05/02/2022 |
SPOILER FOR
YOKELESS BLADE ( X 1 SPOILERS ) |
FEDERAL-
MOGUL SA (AUBANGE) |
08/11/2005 | US2005/01724443 | MP | ||||||||||||||||||
30175 |
1 | WIPERS |
United
States |
Regular | Division |
Patent
Cooperation Treaty |
07/28/2009 | 12/510476 | 01/08/2013 | 8347449 | Granted | 05/02/2022 |
SPOILER FOR
YOKELESS BLADE ( X 1 SPOILERS ) |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
30175 |
2 | WIPERS |
United
States |
Regular | Division |
Patent
Cooperation Treaty |
12/18/2012 | 13718355 | 11/12/2013 | 8578583 | Granted | 05/02/2022 |
SPOILER FOR
YOKELESS BLADE ( X 1 SPOILERS ) |
FEDERAL-
MOGUL SA (AUBANGE) |
05/02/2013 | US2013/0104371 | MP | |||||||||||||||||
30175 |
3 | WIPERS |
United
States |
Regular | Division |
Patent
Cooperation Treaty |
07/25/2013 | 13/950615 | 04/14/2015 | 9003597 | Granted | 05/02/2022 |
SPOILER FOR
YOKELESS BLADE ( X 1 SPOILERS ) |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
30404 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
04/29/2003 | 10/511,473 | 04/06/2010 | 7690073 | Granted | 04/29/2023 |
NEW FIXATION OF
CONNECTOR ON YOKELESS X1 BLADE ( REAR CONNECTION ) |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
30491 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
09/23/2003 | 10/528,856 | 12/11/2007 | 7305734 | Granted | 09/23/2023 |
BAYONET
CONNECTORS |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
30491 |
WIPERS |
United
States |
Regular | Division |
Patent
Cooperation Treaty |
09/23/2003 | 11/930503 | 12/22/2009 | 7634833 | Granted | 09/23/2023 |
BAYONET
CONNECTORS |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
30617 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
08/25/2004 | 10/570729 | 10/02/2012 | 8276239 | Granted | 08/25/2024 |
CO-EXTRUDED
SPOILER FOR X1 BLADE ( CO-EXTRUSION ) |
FEDERAL-
MOGUL SA (AUBANGE) |
05/24/2007 | US2007/0113367 | MP | ||||||||||||||||||
30619 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
05/22/2008 | 10/562193 | 07/22/2014 | 8782844 | Granted | 05/22/2028 | X1 END CAP |
FEDERAL-
MOGUL SA (AUBANGE) |
09/18/2008 | US2008/0222833 | MP | ||||||||||||||||||
40052 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/06/2006 | 11816368 | 07/09/2013 | 8479349 | Granted | 02/06/2026 |
X1 BAYONET FITTING
POKA-YOKE |
FEDERAL-
MOGUL SA (AUBANGE) |
08/24/2006 | WO2006/050683 | MP | ||||||||||||||||||
40076 |
WIPERS |
United
States |
Regular | Original Filing | National | 06/03/2005 | 11/144,435 | 07/15/2008 | 7398577 | Granted | 06/03/2025 |
A WINDSCREEN
WIPER DEVICE ( STANDARD BLADE BAYONETT ) |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40176 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/16/2005 | 10590753 | 10/08/2013 | 8549696 | Granted | 02/16/2025 |
X1 BAYONET FITTING
WITH EXTRA SAFETY RETENTION |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40249(AU2924) |
zu
3 |
WIPERS |
United
States |
Regular | Continuation |
Patent
Cooperation Treaty |
08/07/2014 | 14454307 | 08/22/2017 | 9738261 | Granted | 07/18/2025 |
X1 BAYONET FITTING
WITH NEW SPACER BUTTON |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
40249(AU2924) |
von
2 |
WIPERS |
United
States |
Regular | Continuation |
Patent
Cooperation Treaty |
06/04/2013 | 13/909620 | 08/12/2014 | 8800099 | Granted | 07/18/2025 |
X1 BAYONET FITTING
WITH NEW SPACER BUTTON |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
40249(AU2924) |
aus
1 |
WIPERS |
United
States |
Regular | Division |
Patent
Cooperation Treaty |
06/15/2011 | 13/160920 | 08/13/2013 | 8505152 | Granted | 07/18/2025 |
X1 BAYONET FITTING
WITH NEW SPACER BUTTON |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
40249(AU2924) |
zu
3 |
WIPERS |
United
States |
Regular | Continuation-In-Part |
Patent
Cooperation Treaty |
06/04/2017 | 13909475 | 03/22/2016 | 9290157 | Granted | 07/18/2025 |
X1 BAYONET FITTING
WITH NEW SPACER BUTTON |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||
40249(AU2924) |
1 | WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/18/2005 | 11/573065 | 07/19/2011 | 7979950 | Granted | 09/02/2028 |
X1 BAYONET FITTING
WITH NEW SPACER BUTTON |
FEDERAL-
MOGUL SA (AUBANGE) |
02/09/2006 | WO2006/013152 | MP | |||||||||||||||||
40287 |
WIPERS |
United
States |
Regular | Continuation | National | 08/05/2013 | 13/759,833 | 06/14/2016 | 9365189 | Granted | 01/10/2026 |
X1 BAYONET LOW
COST VERSION |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40287 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
01/10/2006 | 11814022 | 09/03/2013 | 8522393 | Granted | 01/10/2026 |
X1 BAYONET LOW
COST VERSION |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40288 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
10/06/2005 | 11/665,593 | Filed |
NEW SPRING
RETENTION IN CHANNEL |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
40335(AU2948) |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/09/2006 | 11817719 | 06/12/2012 | 8196252 | Granted | 02/09/2026 |
X1 End Cap with Rubber
Retention |
FEDERAL-
MOGUL SA (AUBANGE) |
09/08/2006 | WO2006/092356 | MP | ||||||||||||||||||
40336(AU2949) |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
01/13/2006 | 11815515 | 03/26/2013 | 8402593 | Granted | 01/13/2026 |
X1 (Flat Blade) with
refillable construction |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40473(AU2978) |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
07/06/2006 | 11996225 | 01/22/2013 | 8356383 | Granted | 07/06/2026 |
BRAZING TECHNIQUE
BETWEEN X1 (FLAT BLADE) CONNECTOR AND PLASTIC COVERED FLEXOR |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40653 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
04/05/2007 | 12/297,945 | Filed |
New Master Connector for
X1 |
FEDERAL-
MOGUL SA (AUBANGE) |
11/01/2007 | US2010000041 | MP | |||||||||||||||||||||
40654 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/02/2009 | 12/298853 | 07/14/2015 | 9079569 | Granted | 03/02/2029 |
Standard Spacer for X1
Arm with U Shape |
FEDERAL-
MOGUL SA (AUBANGE) |
11/15/2007 | WO2007/128677 | MP | ||||||||||||||||||
40688 |
WIPERS |
United
States |
Regular | Continuation |
Patent
Cooperation Treaty |
02/05/2013 | 13759883 | 08/06/2013 | 8499408 | Granted | 07/02/2027 |
Low cost connection for
flat blade with improve retension |
FEDERAL-
MOGUL SA (AUBANGE) |
06/13/2013 | 2013/0145569A1 | MP | ||||||||||||||||||
40695 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
04/23/2007 | 12/300,202 | 06/24/2014 | 8756748 | Granted | 04/23/2027 | Connector retrofit for X1 |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40695 |
WIPERS |
United
States |
Regular | Continuation |
Patent
Cooperation Treaty |
05/12/2014 | 14275682 | 10/27/2015 | 9168897 | Granted | 04/23/2027 | Connector retrofit for X1 |
FEDERAL-
MOGUL SA (AUBANGE) |
03/26/2015 | 2015/0082578 | MP | ||||||||||||||||||
40696 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
05/14/2007 | 12301561 | 01/01/2013 | 8341801 | Granted | 05/14/2027 |
RUBBER ELEMENT
RETENSION FOR X1 |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40715 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
06/28/2007 | 12/307,460 | 03/24/2015 | 8984707 | Granted | 06/28/2027 |
Connector X1 to avoid
after spray on some applications |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
40783 |
WIPERS |
United
States |
Design | Original Filing | National | 09/22/2006 | 29/249129 | 04/10/2007 | D540243 | Granted | 04/10/2021 |
[DESIGN PATENT]
TWO-PIECE CONNECTOR FOR FLAT BLADE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40784 |
WIPERS |
United
States |
Regular | Original Filing | National | 09/20/2007 | 11/858641 | 04/28/2009 | 7523522 | Granted | 09/20/2027 |
2-PIECE
CONNECTOR
FOR FLAT BLADE |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40794 |
WIPERS |
United
States |
Regular | Original Filing | National | 10/29/2007 | 11/926229 | 07/05/2011 | 7971313 | Granted | 05/04/2030 |
WIPER ARM
ASSEMBLY HAVING A LOCKING TAB AND A METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40795 |
WIPERS |
United
States |
Regular | Original Filing | National | 10/29/2007 | 11/926344 | 10/25/2011 | 8042219 | Granted | 07/26/2030 |
WIPER ASSEMBLY
HAVING LOCKING SURFACES AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40796 |
1 | WIPERS |
United
States |
Regular | Division | National | 11/03/2011 | 13/181004 | 10/16/2012 | 8286321 | Granted | 10/29/2027 |
WIPER ARM
ASSEMBLY HAVING A LOCKING ARMS AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40796 |
WIPERS |
United
States |
Regular | Original Filing | National | 10/29/2007 | 11/926543 | 08/09/2011 | 7992249 | Granted | 06/08/2030 |
WIPER ARM
ASSEMBLY HAVING A LOCKING ARMS AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40797 |
1 | WIPERS |
United
States |
Regular | Division | National | 09/23/2011 | 13/241866 | 05/21/2013 | 8443505 | Granted | 10/24/2027 |
WIPER ARM
ASSEMBLY HAVING A LOCKING MEMBER AND METHOD OF ASSEMBLY |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40797 |
WIPERS |
United
States |
Regular | Original Filing | National | 10/24/2007 | 11/923311 | 10/18/2011 | 8037569 | Granted | 05/22/2030 |
ANTI ROTATION
FEATURE ON A PLASTIC COMPOSITE WIPER ARM (CONCEPT #4) |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40798 |
WIPERS |
United
States |
Regular | Original Filing | National | 10/24/2007 | 11/877929 | 08/16/2011 | 7996952 | Granted | 12/05/2028 |
WIPER ARM
ASSEMBLY HAVING A LOCKING CATCH AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | ||||||||||||||||||||
40798 |
1 | WIPERS |
United
States |
Regular | Division | National | 11/17/2011 | 13/190834 | 02/13/2014 | 8720035 | Granted | 02/18/2029 |
WIPER ARM
ASSEMBLY HAVING A LOCKING CATCH AND METHOD OF CONSTRUCTION |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40801 |
2 | WIPERS |
United
States |
Design | Original Filing | National | 09/22/2006 | 29/249147 | 10/09/2007 | D552486 | Granted | 10/09/2021 |
CONTOUR FLAT
BLADE PACKAGING DESIGN |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40801 |
1 | WIPERS |
United
States |
Regular | Original Filing | National | 09/21/2007 | 11/859319 | 04/06/2010 | 7690509 | Granted | 07/01/2028 |
CONTOUR FLAT
BLADE PACKAGING DESIGN |
FEDERAL-
MOGUL WORLD WIDE LLC |
MP | |||||||||||||||||||
40916 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
06/18/2008 | 12/666558 | 11/13/2012 | 8307493 | Granted | 06/18/2028 |
Single flexor X1 rubber
holder and connector sharpe for better rigidity |
FEDERAL-
MOGUL SA (AUBANGE) |
12/31/2008 | WO2009/000729 | MP | ||||||||||||||||||
40917 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
06/17/2008 | 12/666901 | 01/09/2018 | 9862355 | Granted | 06/17/2028 |
Single flexor X1
connection between the rubber holder and the connector or/and end caps using welding, gluing, brazing |
FEDERAL-
MOGUL SA (AUBANGE) |
12/31/2008 | WO2009/000706 | MP | ||||||||||||||||||
40947 |
WIPERS |
United
States |
Regular | Original Filing | National | 05/21/2008 | 12/124623 | 08/09/2011 | 7992248 | Granted | 01/22/2030 |
SPOILERLESS
FLATBLADE WIPER BLADE ASSEMBLY |
FEDERAL-
MOGUL LLC |
2009/0044365 | MP | |||||||||||||||||||
40947 |
2 | WIPERS |
United
States |
Regular | Division | National | 11/03/2011 | 13/180618 | 05/13/2014 | 8720033 | Granted | 05/03/2031 |
METHOD OF
ASSEMBLING A WIPER BLADE |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
40973 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
09/30/2008 | 12681157 | 10/12/2013 | 8544138 | Granted | 09/30/2028 |
Arm With Tube Spring
Retention |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41041 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/30/2009 | 12/935649 | 11/21/2017 | 9821772 | Granted | 03/30/2029 |
Spoiler symetric with
variable geometry |
FEDERAL-
MOGUL SA (AUBANGE) |
10/08/2009 | WO2009/12849 | MP | ||||||||||||||||||
41042 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/16/2009 | 12/933483 | 08/04/2015 | 9096195 | Granted | 03/16/2029 |
SINGLE flexor flat blade
with sliding spoiler |
FEDERAL-
MOGUL SA (AUBANGE) |
09/24/2009 | WO2009/115494 | MP | ||||||||||||||||||
41059 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/23/2009 | 12/935055 | 07/14/2015 | 9079568 | Granted | 03/23/2029 |
Double Stege Profile
and other Stege Position |
FEDERAL-
MOGUL SA (AUBANGE) |
10/10/2009 | WO2009/118279 | MP | ||||||||||||||||||
41066 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/02/2009 | 12/933458 | 08/15/2014 | 8793833 | Granted | 03/02/2029 |
X1 with longer rubber
with guiding and localisation of the refill with the endcap |
FEDERAL-
MOGUL SA (AUBANGE) |
09/24/2009 | WO2009/115408 | MP | ||||||||||||||||||
41108 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
02/17/2009 | 12918261 | 03/26/2013 | 8402594 | Granted | 02/17/2029 |
RUBBER HOLDER FOR
SINGLE FLEXOR FLAT BLADE WITH OVER ETRUDED PLASTIC ABOVE METALIC SUELET |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41153 |
WIPERS |
United
States |
Regular | Original Filing |
Patent
Cooperation Treaty |
03/31/2009 | 12936240 | 03/26/2013 | 8402595 | Granted | 03/31/2029 |
End Cap X1 with metallic
insert |
FEDERAL-
MOGUL SA (AUBANGE) |
10/08/2009 | WO2009/121896 | MP | ||||||||||||||||||
41190 |
WIPERS |
United
States |
Regular | Original Filing | National | 06/29/2009 | 12/493550 | 10/15/2013 | 8555455 | Granted | 06/29/2029 |
RE-ENFORCED
CONNECTOR BASE FOR FFAT BLADE WITH METALLIC INSERT |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41236 |
WIPERS |
United
States |
Regular | Original Filing | National | 08/26/2009 | 12/548062 | 11/13/2012 | 8307494 | Granted | 08/26/2029 |
END CAP WITH
RUBBER RETENTION TO LOCK THE RUBBER AT THE BLADE EXTREMITY |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41253 |
WIPERS |
United
States |
Regular | Original Filing | National | 07/13/2009 | 12/501768 | 11/11/2014 | 8,881,337 | Granted | 07/13/2029 |
New arm and blade
concept direct connection between MH and Blade |
FEDERAL-
MOGUL SA (AUBANGE) |
MP |
Docket # |
File # |
Client
Division |
Country |
Case
Type |
Relation
Type |
Filing
Type |
Application
Date |
Application
Number |
Grant
Date |
Patent
Number |
Status |
Expiration
Date |
Title | Current Owner |
Publication
Date |
Publication
Number |
Segment | |||||||||||||||||
41384 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/01/2010 | 13/262740 | 01/31/2017 | 9555774 | Granted | 04/01/2030 |
Connector Base for
mono flexor flat blade (X0) |
FEDERAL-
MOGUL SA (AUBANGE) |
10/07/2010 | WO2010/112579 | MP | ||||||||||||||||||
41386 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/20/2010 | 13699100 | 05/03/2016 | 9327688 | Granted | 05/20/2030 |
Universal connector for
9x3 and 9x4 pin hole plus side pin |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41426 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
10/28/2009 | 13/504610 | 06/07/2016 | 9358957 | Granted | 10/28/2029 |
Dedicated limitation in
rotation device for hook connector |
FEDERAL-
MOGUL SA (AUBANGE) |
05/05/2011 | WO2011/050836 | MP | ||||||||||||||||||
41430 |
WIPERS | United States | Regular |
Original
Filing |
National | 04/13/2010 | 12761637 | 12/03/2013 | 8595890 | Granted | 04/13/2030 |
End Cap of Single
Flexor Blade hold on the Rubber |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41434 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/24/2009 | 13/265941 | Filed |
Very strong connection
for wiper system with no channel and no spring |
FEDERAL-
MOGUL SA (AUBANGE) |
10/28/2010 | WO2010/121665 | MP | |||||||||||||||||||||
41444 |
WIPERS | United States | Regular |
Original
Filing |
National | 03/22/2010 | 12727683 | 12/11/2012 | 8327499 | Granted | 03/22/2030 |
Flat blade rubber for
single flexor flat blade having auto correction in Z and damping effect for the reversal noise |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41484 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/27/2009 | 13/266572 | 09/09/2014 | 8826485 | Granted | 04/27/2029 |
FLAT BLADE
RUBBER (W) FOR SINGLE FLEXOR FLAT BLADE HAVING DAMPING EFFECT ON THE REVERSAL NOISE AND LOWER PROFILE AND MATERIAL |
FEDERAL-
MOGUL SA (AUBANGE) |
11/04/2010 | WO2010/124718 | MP | ||||||||||||||||||
41541 |
WIPERS | United States | Regular |
Original
Filing |
National | 07/08/2010 | 12/832134 | 01/01/2013 | 8341799 | Granted | 07/01/2031 |
MULTIFUNCTIONAL
WIPER BLADE CONNECTOR |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
41666 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/22/2010 | 13/642718 | Filed |
A Windscreen Wiper
Device |
FEDERAL-
MOGUL SA (AUBANGE) |
10/27/2011 | WO2011/131245 | MP | |||||||||||||||||||||
41707 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/20/2010 | 13/699200 | 04/26/2016 | 9321431 | Granted | 05/20/2030 |
RETROFIT
CONNECTOR FOR X1 WITH THE CAP STOP THE HOOK |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | ||||||||||||||||||||
41739 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/28/2010 | 13/695146 | Filed |
WO CO EXTRUDED
RUBBER (combined with 41522) |
FEDERAL-
MOGUL SA (AUBANGE) |
11/03/2011 | WO2011/134502 | MP | |||||||||||||||||||||
41760 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
06/23/2010 | 13/806517 | Filed |
W0 Connector to avoid
fish Tailling |
FEDERAL-
MOGUL SA (AUBANGE) |
12/29/2011 | WO2011/160689 | MP | |||||||||||||||||||||
41787 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/12/2010 | 13/810012 | 12/01/2015 | 9199612 | Granted | 07/12/2030 |
W0 Connector in two
parts |
FEDERAL-
MOGUL SA (AUBANGE) |
01/19/2012 | WO2012/007028 | MP | ||||||||||||||||||
41842 |
WIPERS | United States | Regular | Continuation |
Patent
Cooperation Treaty |
12/18/2015 | 14974397 | Filed |
Cut at the extremity of
the W0 |
FEDERAL-
MOGUL SA (AUBANGE) |
04/05/2012 | Wo2012/041379 | MP | |||||||||||||||||||||
41843 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
09/30/2010 | 13/877215 | Filed |
Retention Rubber -
flexor - Base for the W0 |
FEDERAL-
MOGUL SA (AUBANGE) |
04/05/2012 | WO2012/041378 | MP | |||||||||||||||||||||
41867 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
09/30/2010 | 13/877209 | 12/19/2017 | 9845078 | Granted | 09/30/2030 |
PACKING FLAT
BLADE HOLDER |
FEDERAL-
MOGUL SA (AUBANGE) |
04/05/2012 | WO2012/041384 | MP | ||||||||||||||||||
41867 |
WIPERS | United States | Regular | Division |
Patent
Cooperation Treaty |
09/30/2010 | 15/846874 | Filed |
PACKING FLAT
BLADE HOLDER |
FEDERAL-
MOGUL SA (AUBANGE) |
04/05/2012 | WO2012/041384 | MP | |||||||||||||||||||||
41928 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
02/02/2011 | 13/983212 | 08/16/2016 | 9415750 | Granted | 02/02/2031 |
Connector Tab with
step 9x3 9x4 |
FEDERAL-
MOGUL SA (AUBANGE) |
08/09/2012 | WO2012/103944 | MP | ||||||||||||||||||
41929 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
02/03/2011 | 13/983621 | 02/28/2017 | 9580048 | Granted | 02/03/2031 |
Connector Base for W0
with double U shape |
FEDERAL-
MOGUL SA (AUBANGE) |
08/09/2012 | WO2012/103947 | MP | ||||||||||||||||||
41929 |
WIPERS | United States | Regular | Division |
Patent
Cooperation Treaty |
02/03/2011 | 15281922 | Filed |
Connector Base for W0
with double U shape |
FEDERAL-
MOGUL SA (AUBANGE) |
08/09/2012 | WO2012/103947 | MP | |||||||||||||||||||||
41931 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/07/2011 | 14/110218 | 08/01/2017 | 9623844 | Granted | 04/07/2031 |
ASSEMBLY
PROCESS FOR THE W0 |
FEDERAL-
MOGUL SA (AUBANGE) |
10/11/2012 | WO2012/136257 | MP | ||||||||||||||||||
41991 |
WIPERS | United States | Regular |
Original
Filing |
National | 04/13/2011 | 14/111632 | 04/18/2017 | 9623844 | Granted | 04/13/2031 |
W0 CONNECTOR
WITH PIN LOCK |
FEDERAL-
MOGUL SA (AUBANGE) |
10/18/2012 | WO2012/139645 | MP | ||||||||||||||||||
41993 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/13/2011 | 14/111630 | 02/28/2017 | 9580047 | Granted | 04/13/2031 |
W0 CONNECTOR
WITH PIN CUT AND LOCK |
FEDERAL-
MOGUL SA (AUBANGE) |
10/18/2012 | WO2012/139635 | MP | ||||||||||||||||||
42030 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/13/2011 | 14/111637 | 02/14/2017 | 9566949 | Granted | 04/13/2031 |
New X1 Retention for
extruded rubber |
FEDERAL-
MOGUL SA (AUBANGE) |
10/18/2012 | WO2012/139643 | MP | ||||||||||||||||||
42042 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
06/28/2011 | 14/129487 | 12/19/2017 | 9845075 | Granted | 06/28/2031 |
W0 CONNECTOR
WITH PIN INTEGRATED |
FEDERAL-
MOGUL SA (AUBANGE) |
01/03/2013 | WO2013/000502 | MP | ||||||||||||||||||
42076 |
WIPERS | United States | Regular |
Original
Filing |
National | 11/16/2012 | 13/678863 | Filed |
WINDSCREEN
WIPER DEVICE [MICROTEXTURED WIPER SURFACE (moved from SY to WP for decision)] |
FEDERAL-
MOGUL LLC |
05/23/2013 | 20130125332 | MP | |||||||||||||||||||||
42099 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
10/26/2011 |
PCT/
EP2011/068732 |
04/18/2017 | 9623842 | Granted | 10/26/2031 |
W0 RUBBER
CAVITY WITH CONCAVE SURFACE |
FEDERAL-
MOGUL SA (AUBANGE) |
10/30/2014 | 2014-0317877 | MP | ||||||||||||||||||
42107 |
WIPERS | United States | Regular | Continuation |
Patent
Cooperation Treaty |
08/31/2011 | 14/926,113 | Filed |
W0 WIPER BLADE
WITH CONNECTOR BASE WITH 2 PRESSURE POINT |
FEDERAL-
MOGUL SA (AUBANGE) |
03/17/2016 | US2016/0077604A1 | MP | |||||||||||||||||||||
42107 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
08/31/2011 | 14/342,500 | Filed |
W0 WIPER BLADE
WITH CONNECTOR BASE WITH 2 PRESSURE POINT |
FEDERAL-
MOGUL SA (AUBANGE) |
08/28/2014 | US2014/0237750A1 | MP | |||||||||||||||||||||
42118 |
WIPERS | United States | Regular |
Original
Filing |
National | 12/14/2012 | 13/714987 | 04/07/2015 | 8997304 | Granted | 12/14/2032 |
WINDSCREEN
WIPER DEVICE (WIPER BLADE CONNECTOR) [WIPER CONNECTOR INTERFACE (Twist Lock)] |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
42118 |
1 | WIPERS | United States | Regular | Division | National | 04/07/2015 | 14/680602 | 12/05/2017 | 9834178 | Granted | 12/14/2032 |
WINDSCREEN
WIPER DEVICE (WIPER BLADE CONNECTOR) [WIPER CONNECTOR INTERFACE (Twist Lock)] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
42132 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/14/2011 | 14/365737 | Filed | End Cap for W0 |
FEDERAL-
MOGUL SA (AUBANGE) |
06/20/2013 | WO2013/087098 | MP | |||||||||||||||||||||
42172 |
2 | WIPERS | United States | Regular |
Original
Filing |
National | 12/14/2011 | 13/714497 | 10/18/2016 | 9469276 | Granted | 12/14/2031 |
WINDSCREEN
WIPER DEVICE (Floating End Cap) [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
42172 |
1-A | WIPERS | United States | Regular | Division | National | 10/28/2016 | 15/337303 | Filed | 12/13/2032 |
WINDSCREEN
WIPER DEVICE (M-Shaped Flexors) [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||||
42172 |
4 | WIPERS | United States | Regular |
Original
Filing |
National | 12/14/2012 | 13/714742 | 05/09/2017 | 9643573 | Granted | 12/14/2032 |
WINDSCREEN
WIPER DEVICE (Flanged End Caps) [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
42172 |
1 | WIPERS | United States | Regular |
Original
Filing |
National | 12/13/2012 | 13/713173 | 11/01/2016 | 9481343 | Granted | 04/06/2033 |
WINDSCREEN
WIPER DEVICE (M-Shaped Flexors) [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
42172 |
5 | WIPERS | United States | Regular |
Original
Filing |
National | 12/14/2012 | 13/714800 | 05/10/2016 | 9333947 | Granted | 06/06/2033 |
WINDSCREEN
WIPER DEVICE (Method of Sliding Pieces onto Carrier Elements and Then Connecting [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||
42172 |
3 | WIPERS | United States | Regular |
Original
Filing |
National | 12/14/2012 | 13/714662 | Filed |
WINDSCREEN
WIPER DEVICE (Subassemblies and Bayonet Connection) [HYBRID WIPER BLADE ASSEMBLY] |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||||
42177 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/14/2011 | 14/365804 | 02/20/2018 | 9896064 | Granted | 12/14/2031 |
ARM HINGE DESIGN
FOR PAINTING HELPFUL |
FEDERAL-
MOGUL SA (AUBANGE) |
06/20/2013 | WO2013/087102 | MP | ||||||||||||||||||
42190 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/16/2011 | 14365730 | Filed |
REAR WIPER ARM
SAFE LOCK FOR SERVICE POSITION |
FEDERAL-
MOGUL SA (AUBANGE) |
06/20/2013 | WO2013/087121 | MP | |||||||||||||||||||||
42219 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/15/2011 | 14/365733 | Filed | END CAP FOR W0 2 |
FEDERAL-
MOGUL SA (AUBANGE) |
06/20/2013 | WO2013/087109 | MP | |||||||||||||||||||||
42230 |
WIPERS | United States | Regular |
Original
Filing |
National | 12/27/2012 | 13/728280 | 11/10/2015 | 9180839 | Granted | 07/31/2033 |
WINDSCREEN
WIPER DEVICE (Wiper Connector Interface with Door) [Wiper Connector Interface] |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
42341 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
04/05/2012 |
PCT/
EP2012/056356 |
07/19/2016 | 9393934 | Granted | 04/05/2032 |
New arm articulation
with stopin service position |
FEDERAL-
MOGUL SA (AUBANGE) |
10/10/2013 | WO2013/149676 | MP | ||||||||||||||||||
42342 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
06/21/2012 |
PCT/
EP2012/061914 |
Filed |
Arm articulation with
service stop with improve groove |
FEDERAL-
MOGUL SA (AUBANGE) |
12/27/2013 | WO2013/189539 | MP | |||||||||||||||||||||
42343 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/14/2012 | 14/401025 | 10/10/2017 | 9783164 | Granted | 05/14/2032 |
bayonet connection
without adapter |
FEDERAL-
MOGUL SA (AUBANGE) |
11/21/2013 | WO2013/170877 | MP | ||||||||||||||||||
42344 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
06/26/2012 | 14/410,826 | Filed |
AX1 base with pin
inserted for flexor retention |
FEDERAL-
MOGUL SA (AUBANGE) |
01/03/2014 | WO2014/000768 | MP | |||||||||||||||||||||
42459 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
11/21/2012 |
PCT/
EP2012/073237 |
Filed |
END CAP with spoiler
groove |
FEDERAL-
MOGUL SA (AUBANGE) |
03/02/2014 | WO2014/079488 | MP | |||||||||||||||||||||
42513 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/02/2013 | 14784159 | 08/01/2017 | 9623844 | Granted | 05/02/2033 |
FEDERAL-
MOGUL SA (AUBANGE) |
11/06/2014 | WO2014/177219 | MP | |||||||||||||||||||
50042 |
WIPERS | United States | Regular |
Original
Filing |
National | 04/14/2014 | 14/252296 | Filed |
WINDSCREEN
WIPER DEVICE |
FEDERAL-
MOGUL LLC |
MP | |||||||||||||||||||||||
50055 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/22/2013 | 14/892455 | Filed |
Extrusion Tandem
Back to Back |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50065 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/22/2013 | 14905037 | Filed |
Cap cover with
integrated water spray |
FEDERAL-
MOGUL SA (AUBANGE) |
01/29/2015 | WO2015/010719 | MP | |||||||||||||||||||||
50075 |
WIPERS | United States | Regular |
Original
Filing |
National | 05/29/2014 | 14/290609 | 03/07/2017 | 9586560 | Granted | 04/30/2035 |
WINDSCREEN
WIPER DEVICE |
FEDERAL-
MOGUL LLC |
MP | ||||||||||||||||||||
50085 |
WIPERS | United States | Regular |
Original
Filing |
National | 11/06/2014 | 14/534820 | 12/19/2017 | 9845079 | Granted | 02/19/2036 |
REAR WINDSHIELD
WINDSCREEN WIPER DEVICE [REAR FLAT BLADE FOR USE WITH MULTIPLE PLASTIC ARM CONNECTIONS] |
Federal-
Mogul Motorparts Corporation |
MP | ||||||||||||||||||||
50091 |
WIPERS | United States | Regular |
Original
Filing |
National | 11/06/2014 | 14/535073 | 03/20/2018 | 9919684 | Granted | 04/24/2036 |
WINDSCREEN
WIPER DEVICE [FLAT BLADE SPOILER WITH STRUCTURAL CORE / INTERIOR SECTION AND OUTER SHELL WITH HYDROPHOBIC PROPERTIES] |
Federal-
Mogul Motorparts Corporation |
MP | ||||||||||||||||||||
50097 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/09/2013 | 14903329 | 09/12/2017 | 9623844 | Granted | 07/09/2033 |
Poke yoke for rear flat
blade |
FEDERAL-
MOGUL SA (AUBANGE) |
01/15/2015 | WO2015/003740 | MP | ||||||||||||||||||
50158 |
WIPERS | United States | Regular |
Original
Filing |
National | 12/16/2014 | 14/572101 | Filed |
WINDSCREEN
WIPER DEVICE [X1 BEAM BLADE ALL--IN-ONE CONNECTOR] |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50218 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/03/2014 | 15/321941 | Filed |
Multiclip connector
bayonet 19 and 22 mm |
FEDERAL-
MOGUL SA (AUBANGE) |
01/07/2016 | WO2016/000778 | MP | |||||||||||||||||||||
50219 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/03/2014 | 15/322016 | Filed |
Side 22 and low cost
connector |
FEDERAL-
MOGUL SA (AUBANGE) |
01/07/2016 | WO2016/000785 | MP | |||||||||||||||||||||
50222 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
05/01/2014 | 15307479 | Filed |
Optimized wiper arm
extension (u shape) with water/energy conveying |
FEDERAL-
MOGUL SA (AUBANGE) |
11/05/2015 | WO2015/165543 | MP | |||||||||||||||||||||
50233 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
07/16/2014 | 15321310 | Filed |
Retrofit multiclip
wiperblade (universal wiperblade) |
FEDERAL-
MOGUL SA (AUBANGE) |
01/21/2016 | WO2016/008523A1 | MP | |||||||||||||||||||||
50234 |
WIPERS | United States | Regular |
Original
Filing |
National | 05/13/2015 | 14/710745 | 08/29/2017 | 9744946 | Granted | 05/13/2035 |
WINDSCREEN
WIPER DEVICE |
Federal-
Mogul Motorparts LLC |
MP | ||||||||||||||||||||
50356 |
WIPERS | United States | Regular |
Original
Filing |
National | 10/16/2015 | 14/885395 | Filed |
WINDSCREEN
WIPER DEVICE [X1 BEAM BLADE ALL-IN-ONE CONNECTOR (INCLUDING ALL OE CONNECTIONS IN N.A. AFTERMARKET AS FOLLOWS: 19MM AND 22 MM BAYONET, 19MM AND 22 MM CYLINDRICAL (BOSCH) PIN CONNECTION, 2 PINCH TAB CONNECTOINS (VALEO)] |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50357 |
WIPERS | United States | Regular |
Original
Filing |
National | 10/16/2015 | 14/885297 | Filed |
WINDSCREEN
WIPER DEVICE [CYLINDRICAL RETENTION TABS FOR PINCHTAB (ROCK-LOCK) OE SPACERS] |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50440 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
10/14/2015 | 15766940 | Filed |
15 02 Connector base
compatible with ultrasonic weld assembly and pin assembly |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50441 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
02/15/2016 |
PCT/
EP2016/053149 |
Filed |
153 LPC with no
visible hopening in the top |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50498 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
09/24/2015 |
PCT/
EP2015/072026 |
Filed |
15 04 LPC WITH
EXTRA OPENING TO RELEASE |
FEDERAL-
MOGUL SA (AUBANGE) |
03/30/2017 | WO2017/050381 | MP | |||||||||||||||||||||
50539 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/04/2015 |
PCT/
EP2015/078685 |
Filed |
15 09 HEATING
BLADE |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50540 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
12/09/2015 |
PCT/
EP2015/079122 |
Filed |
1510 W0 CLIPPING
PIN |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50601 |
WIPERS | United States | Regular |
Original
Filing |
Patent
Cooperation Treaty |
02/15/2016 | 16076795 | Filed |
Wiper Arm WITH
SPRING EXTENSION 15 15 |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
50661 |
WIPERS | United States | Regular |
Original
Filing |
National | 06/13/2017 | US15/620852 | Filed |
X1 FLAT BLADE
CONNECTOR FOR 22MM, 19MM, 19MM OE SIDE PIN, PINCH TAB WIPER ARM CONNECTIONS |
Federal-
Mogul Motorparts LLC |
MP | |||||||||||||||||||||||
50717 |
WIPERS | United States | Regular |
Original
Filing |
National | 06/26/2017 | 15/632495 | Filed |
X1 BLADE WITH
SIDE LOCKS ON CONNECTOR BASE |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50755 |
WIPERS | United States | Regular |
Original
Filing |
National | 10/13/2017 | 15/783327 | Filed |
METAL/PLASTIC
CONNECTOR BASE [3 BASE VERSIONS] |
Federal-
Mogul Motorparts LLC |
MP | |||||||||||||||||||||||
50758 |
WIPERS | United States | Regular |
Original
Filing |
National | 10/13/2017 | 15/782949 | Filed |
METAL/PLASTIC
CONNECTOR BASE [19mm AND DENSO ADAPTER] |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50759 |
WIPERS | United States | Regular |
Original
Filing |
National | 11/03/2017 | 15/802750 | Filed |
CONNECTOR SLIDE
LOCKS |
Federal-
Mogul Motorparts Corporation |
MP | |||||||||||||||||||||||
50904 |
2 | WIPERS | United States |
Provisional
Filing |
Original
Filing |
National | 11/03/2017 | 62/581432 | Filed | 11/03/2018 |
DUAL BUTTON
SPACER |
Federal-
Mogul Motorparts LLC |
MP | |||||||||||||||||||||
50904 |
3 | WIPERS | United States |
Provisional
Filing |
Original
Filing |
National | 11/03/2017 | 62/581458 | Filed | 11/03/2018 |
DUAL BUTTON
SPACER |
Federal-
Mogul Motorparts LLC |
MP | |||||||||||||||||||||
50904 |
1 | WIPERS | United States |
Provisional
Filing |
Original
Filing |
National | 11/03/2017 | 62/581419 | Filed | 11/03/2018 |
DUAL BUTTON
SPACER |
Federal-
Mogul Motorparts LLC |
MP | |||||||||||||||||||||
51050 |
WIPERS | United States |
Provisional
Filing |
Original
Filing |
National | 09/04/2018 | 62/726534 | Filed | 09/04/2019 |
SPOILER WITH
ELEMENT AND FLEXOR REGAINER INTEGRATED |
Federal-
Mogul Motorparts LLC |
MP | ||||||||||||||||||||||
D1 |
WIPERS | United States | Design |
Original
Filing |
National | 04/26/2004 | 29/204288 | Filed |
Windscreen wiper
blade no. 1 |
FEDERAL-
MOGUL SA (AUBANGE) |
MP | |||||||||||||||||||||||
D5 |
WIPERS | United States | Design |
Original
Filing |
National | 04/26/2004 | 29/204227 | 07/03/2007 | D545752 | Granted | 07/03/2021 |
Windscreen wiper
blade no. 5 |
FEDERAL-
MOGUL SA (AUBANGE) |
MP |
FEDERAL-MOGUL FILTRATION LLC COPYRIGHTS
Title |
Reg No. |
Owner |
||||
1. |
2013 NAPA Coil Spring Catalogue (NCS13C October) | FEDERAL-MOGUL FILTRATION LLC | ||||
2. |
2013 NAPA COIL SPRING CATALOG (NC513 October); Supersedes NCS11 | FEDERAL-MOGUL FILTRATION LLC | ||||
3. |
2013 Raybestos Chassis Parts Catalog RC13-LM | FEDERAL-MOGUL FILTRATION LLC | ||||
4. |
2014 Carquest Raybestos Medium & Heavy Duty Chassis Application Guide (ffCQ2014PCHHD Supersedes CQ-10009) | FEDERAL-MOGUL FILTRATION LLC | ||||
5. |
Raybestos Suspension and Steering System Diagrams; SSD-13 | TX 7-722-794 | FEDERAL-MOGUL FILTRATION LLC | |||
6. |
Raybestos Alignments Parts Catalog RA-13 Coverage Thru 2013 | TX 7-679-514 | FEDERAL-MOGUL FILTRATION LLC | |||
7. |
McQuay-Norris 1991-2013 Alignment Parts Catalog; MNA-13 | TX-7-708-39G | FEDERAL-MOGUL FILTRATION LLC | |||
8. |
2013 NAPA Alignment Products Catalogue NA13C | TX7-721-465 | FEDERAL-MOGUL FILTRATION LLC | |||
9. |
2013 CARQUEST Chassis Alignment Reference & Application Guide CQ2013AL | TX 7-719-383 | FEDERAL-MOGUL FILTRATION LLC | |||
10. |
ACDelco 2013 Chassis Parts Alignment Products Catalog 4SA- 120-13; Supersedes 45A-120-12 | TX 7-717-960 | FEDERAL-MOGUL FILTRATION LLC | |||
11. |
ACDelco 2013 Car & Light-Duty Truck Chassis Catalog 45A-1QO- 13-V2/1991 Present; Supersedes 45A-100-12-V2 | TX 7-722-850 | FEDERAL-MOGUL FILTRATION LLC | |||
12. |
2008 Chassis Parts- Alignment Products Catalog 45A120-OB | TX 6-977-281 | FEDERAL-MOGUL FILTRATION LLC | |||
13. |
2011 NAPA Coil Springs Catalogue NCS11C | TX 7-477-355 | FEDERAL-MOGUL FILTRATION LLC | |||
14. |
2011 NAPA Coil Spring Catalog NCS11 | TX 7-476-043 | ||||
15. |
NAPA Heavy Duty Chassis Parts CH-MHD-07 | TX 6-941-713 | FEDERAL-MOGUL FILTRATION LLC |
35. |
Raybestos Alignment Parts Catalog Coverage Thru 2011 RA-11 | TX 7-335-476 | FEDERAL-MOGUL FILTRATION LLC | |||
36. |
2011 NAPA Alignment Products Catalogue NA11C | TX 7-360-815 | FEDERAL-MOGUL FILTRATION LLC | |||
37. |
2009 NAPA Coil Spring Catalogue NCS09C | TX 6-948-897 | FEDERAL-MOGUL FILTRATION LLC | |||
38. |
2009 NAPA Heavy Duty Chassis Parts Catalog CH-MHD-09 | TX 6-960-458 | FEDERAL-MOGUL FILTRATION LLC | |||
39. |
2010 NAPA Alignment Products Catalogue NA10C | TX 7-158-912 | FEDERAL-MOGUL FILTRATION LLC | |||
40. |
2012 CARQUEST Alignment Catalog CA2012AL | TX 7-527-266 | FEDERAL-MOGUL FILTRATION LLC | |||
41. |
Raybestos Alignment Parts Catalog RA-12 Coverage Thru 2012 | TX 7-507-133 | FEDERAL-MOGUL FILTRATION LLC | |||
42. |
2012 NAPA Alignment Products Catalog NA12 | TX 7-502-526 | FEDERAL-MOGUL FILTRATION LLC | |||
43. |
2012 Heavy Duty Chassis Parts Catalogue CH-MHD-12C | TX 7-509-996 | FEDERAL-MOGUL FILTRATION LLC | |||
44. |
2008 NAPA Strut Mounts Catalog NCSM08 | TX 6-952-062 | FEDERAL-MOGUL FILTRATION LLC | |||
45. |
1991-2010 Raybestos Alignment Parts Catalog RA-10 | TX 7-169-190 | FEDERAL-MOGUL FILTRATION LLC | |||
46. |
1990 & Prior Chassis Parts Catalog Domestic, Impart, Passenger Cars, Light-Duty Trucks & SUVS RC09-VIN | TX 6-953-523 | FEDERAL-MOGUL FILTRATION LLC | |||
47. |
ACDelco 2012 Chassis Parts Alignment Products Catalog 45A- 120-12 | TX 7-508-091 f | FEDERAL-MOGUL FILTRATION LLC | |||
48. |
1991-2011 Raybestos Chassis Parts Catalog RC11-LM | TX 7-364-037 | FEDERAL-MOGUL FILTRATION LLC | |||
49. |
Chassis Parts Catalog NCQ50VIN 1990 & Prior | TX 6-404-978 | FEDERAL-MOGUL FILTRATION LLC | |||
50. |
2012 NAPA Chassis Applications Catalog 1996-2013 Coverage Supplement / NC12-LM-S March 2012 | TX 7-517-366 | FEDERAL-MOGUL FILTRATION LLC | |||
51. |
2011 NAPA Chassis Applications Catalog 1996-2011 Coverage NC11-LM | TX 7-355-290 | FEDERAL-MOGUL FILTRATION LLC |
147. |
ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06 | TX 6-480-041 | FEDERAL-MOGUL FILTRATION LLC | |||
148. |
ACDelco 2006 Chassis Parts Catalog Alignment Products 45A- 120-06-GMP | TX 6-480-057 | FEDERAL-MOGUL FILTRATION LLC | |||
149. |
Raybestos 1991-2012 Stmt Mount Catalog RSM-12 | TX 7-463-125 | FEDERAL-MOGUL FILTRATION LLC | |||
150. |
2009 ACDelco Chassis Parts Alignment Products Catalog 45A- 120-09 | TX 6-912-777 | FEDERAL-MOGUL FILTRATION LLC | |||
151. |
NAPA Alignment Products Catalog NA07 | TX 6-903-205 | FEDERAL-MOGUL FILTRATION LLC | |||
152. |
NAPA Coil Springs Catalog NCS07 | TX 6-909-715 | FEDERAL-MOGUL FILTRATION LLC | |||
153. |
2011 Raybestos Stmt Assembly Catalog RSA-11 | TX 7-457-024 | FEDERAL-MOGUL FILTRATION LLC | |||
154. |
TECUT CO. BULLETIN NO. 2 | A731.585 | FEDERAL-MOGUL FILTRATION LLC | |||
155. |
Import Idle/Shut-Off Solenoids (Emission Controls) | TX 594-756 | FEDERAL-MOGUL FILTRATION LLC | |||
156. |
Spicer Coil Springs Catalog SCS07 | TX 6-909-580 | FEDERAL-MOGUL FILTRATION LLC | |||
157. |
McQuay-Norris Coil Springs Catalog MNCS07 | TX 6-908-199 | FEDERAL-MOGUL FILTRATION LLC | |||
158. |
2009 ACDelco Coil Springs Catalog 45A-110-09 | TX 7-099-247 | FEDERAL-MOGUL FILTRATION LLC | |||
159. |
2009 ACDelco Coil Springs Catalog 45A-110-09 GMP | TX 7-098-537 | FEDERAL-MOGUL FILTRATION LLC | |||
160. |
2012 NAPA Control Arm Catalogue NCCA12C | TX 7-522-668 | FEDERAL-MOGUL FILTRATION LLC | |||
161. |
1991-2012 Raybestos Control Arm Parts Catalog RCA12 | TX 7-463-468 | FEDERAL-MOGUL FILTRATION LLC | |||
162. |
Spicer The Choice in Chassis Strut Mount Catalog SSM07 | TX 6-482-356 | FEDERAL-MOGUL FILTRATION LLC | |||
163. |
McQuay-Norris Stmt Mount Catalog MNSM07 | TX 6-480-056 | FEDERAL-MOGUL FILTRATION LLC | |||
164. |
Spicer The Choice In Chassis Heavy Duty Chassis Parts Catalog SHD-CH07 | TX 6-492-516 | FEDERAL-MOGUL FILTRATION LLC | |||
165. |
NAPA Heavy Duty Chassis Parts Catalog CH-MHD-06 | TX 6-495-595 | FEDERAL-MOGUL FILTRATION LLC | |||
166. |
2007 Chassis Parts-Coil Springs 45A-110-07 | TX 6-919-974 | FEDERAL-MOGUL FILTRATION LLC |
167. | 2010 NAPA Stmt Mount Catalogue NCSM10C | TX 7-294-482 | FEDERAL-MOGUL FILTRATION LLC | |||
168. | Spicer Alignment Products Catalog 5A07 | TX 6-928-243 | FEDERAL-MOGUL FILTRATION LLC | |||
169. | 2009 NAPA Stmt Mount Catalogue NCSM09C | TX 7-120-627 | FEDERAL-MOGUL FILTRATION LLC | |||
170. | 2009 NAPA 5tmt Mount Catalog NCSM09 | TX 7-118-182 | FEDERAL-MOGUL FILTRATION LLC | |||
171. | NAPA Chassis Stmt Mounts NCSM07 | TX 6-960-568 | FEDERAL-MOGUL FILTRATION LLC | |||
172. | Raybestos 2010 Coil Spring Catalog RCS-10 | TX 7-307-252 | FEDERAL-MOGUL FILTRATION LLC | |||
173. | 2010 McQuay-Norris Coil Spring Catalog MNCS10 | TX 7-316-716 | FEDERAL-MOGUL FILTRATION LLC | |||
174. | 2013 Heavy Duty Chassis Parts | TX7-823-881 | FEDERAL-MOGUL FILTRATION LLC |
FEDERAL-MOGUL LLC COPYRIGHTS
Title |
Reg No |
Owner |
||||
1. |
Bower/B C A and NATIONAL sheave bearings and excluder SEALs | TX0000928726 | Federal-Mogul LLC | |||
2. |
Bower/BCA 515A : quick reference specifications manual. | TX0003803791 | Federal-Mogul LLC | |||
3. |
Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits : 1986 buyers guide | TX0002053237 | Federal-Mogul LLC | |||
4. |
Federal-Mogul Remanufactured connecting rod | VA0000287227 | Federal-Mogul LLC | |||
5. |
Federal-Mogul water pumps | VA0000322412 | Federal-Mogul LLC | |||
6. |
Heavy duty transmission & differential applications : Bower/B C A--anti-friction bearings, NATIONAL--oil SEALs | TX0001106763 | Federal-Mogul LLC | |||
7. |
Federal-Mogul engine bearings : shop specification manual | TX0002549793 | Federal-Mogul LLC | |||
8. |
Federal-Mogul engine bearing catalog = catalogue coussinets europeens et japonais = catalogo bronzine europee e giapponesi = catalogo decojinetes europeos y japoneses | TX0002032662 | Federal-Mogul LLC | |||
9. |
Import vehicle applications : roller and ball bearings, oil SEALs, engine bearings : [catalog]. | TX0000562771 | Federal-Mogul LLC | |||
10. |
NATIONAL Oil SEALs industrial interchange with zero duplication part numbers : [no.] 428 | TX0001116440 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
35. |
BCA bearings, NATIONAL oil SEALs : vol. 2 : application listings for 1980-1995. | TX0004078148 | Federal-Mogul LLC | |||
36. |
BCA bearings, NATIONAL oil SEALs : vol. 2 : application listings for 1980-1995. | TX0004078165 | Federal-Mogul LLC | |||
37. |
BCA boot kit : [no.] LBBK-20 | VA0000287232 | Federal-Mogul LLC | |||
38. |
BCA clutch release bearings : 302, 1987 | TX0002604028 | Federal-Mogul LLC | |||
39. |
BCA clutch release bearings : 304, 1994 | TX0003945690 | Federal-Mogul LLC | |||
40. |
BCA clutch release bearings and clutch forks : catalog 304S, 1995 | TX0004075092 | Federal-Mogul LLC | |||
41. |
BCA constant velocity components : 529, 1988 | TX0002940799 | Federal-Mogul LLC | |||
42. |
BCA constant velocity components : 529S, 1989 : for imported passenger car and light truck applications | TX0003000983 | Federal-Mogul LLC | |||
43. |
BCA constant velocity components : for U. S. and imported passenger cars and light trucks / Federal Mogul | TX0002032663 | Federal-Mogul LLC | |||
44. |
BCA,CV joints : [no.] LBCV-10 | VA0000287229 | Federal-Mogul LLC | |||
45. |
BCA halfshaft assembly : [no.] LBHS-1. | VA0000287231 | Federal-Mogul LLC | |||
46. |
BCA mast guide bearing catalog : specifications and interchanges : 305 | TX0002931865 | Federal-Mogul LLC | |||
47. |
BCA master antifriction bearing interchange, 1992 : 525 | TX0003238840 | Federal-Mogul LLC | |||
48. |
BCA NATIONAL agricultural specifications : catalog no. 518, 1995 | TX0004003032 | Federal-Mogul LLC | |||
49. |
BCA NATIONAL wheel service catalog, 1995 : no. 505 | TX0004151741 | Federal-Mogul LLC | |||
50. |
BCA quick reference specifications manual : catalog no. 515A | TX0003981438 | Federal-Mogul LLC | |||
51. |
Bearing & SEAL transmission & differential kits | VA0000287230 | Federal-Mogul LLC | |||
52. |
Bearings & SEALs quick reference guide : form no. CQ 505 | TX0004023711 | Federal-Mogul LLC | |||
53. |
Bower/B C A 515 specifications manual : dimensions, load ratings, and additional data | TX0000856710 | Federal-Mogul LLC | |||
54. |
Bower/B C A bearings : [no.] B-103 | VA0000268304 | Federal-Mogul LLC | |||
55. |
Bower/B C A clutch release bearing catalog : including clutch pilot bearings | TX0000666606 | Federal-Mogul LLC | |||
56. |
Bower/B C A drive shaft supports : [catalog] : popular applications, interchanges | TX0000476666 | Federal-Mogul LLC | |||
57. |
Bower/B C A drive shaft supports : popular applications, interchanges | TX0001942761 | Federal-Mogul LLC | |||
58. |
Bower/B C A mast guide bearing catalog : specifications, interchanges, popular applications | TX0000666604 | Federal-Mogul LLC | |||
59. |
Bower/B C A NATIONAL bearings and SEALs for U. S. and imported passenger cars, light and medium duty trucks (thru 2 1/2 ton) | TX0001945221 | Federal-Mogul LLC | |||
60. |
Bower/B C A NATIONAL construction equipment bearings and SEALs : 503 | TX0001465226 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
87. |
Carter super fuel pump | VA0000322005 | Federal-Mogul LLC | |||
88. |
Carter TRW new water pumps : catalog no. X3004S | TX0004151740 | Federal-Mogul LLC | |||
89. |
Carter water pumps : 1989 buyers guide | TX0002611335 | Federal-Mogul LLC | |||
90. |
Carter water pumps and water pump kits : 3870, 1990 : for domestic & imported passenger cars, trucks, marine, agricultural & industrial applications | TX0003000982 | Federal-Mogul LLC | |||
91. |
Carter Zip-Kits : 3880, 1987. | TX0003030782 | Federal-Mogul LLC | |||
92. |
Clutch release bearings supplement, June 1995 | TX0004083665 | Federal-Mogul LLC | |||
93. |
Competitors interchange Federal-Mogul engine bearing : [part no.] 130. | TX0000422701 | Federal-Mogul LLC | |||
94. |
Differential applications. Anti-friction bearings, oil SEALs : [catalog]. | TX0000538299 | Federal-Mogul LLC | |||
95. |
Discover opportunities in bearings : Bower/B C A. | TX0002008928 | Federal-Mogul LLC | |||
96. |
Discover opportunities in bearings : N A P A bearings | TX0002008929 | Federal-Mogul LLC | |||
97. |
Discover opportunities in engine bearings : Federal-Mogul | TX0002008927 | Federal-Mogul LLC | |||
98. |
Discover opportunities in engine bearings : N A P A engine bearings : form 5001 NEB/82. | TX0002012825 | Federal-Mogul LLC | |||
99. |
Engine bearing service manual | TX0000800389 | Federal-Mogul LLC | |||
100. |
Engine bearing service manual : Napa engine bearings : when the name is Napa, the standard is quality | TX0000800388 | Federal-Mogul LLC | |||
101. |
Engine parts for Japanese vehicles = Refacciones para motores de vehiculos japoneses = Pieces de moteur pour vehicules japonais | TX0002052488 | Federal-Mogul LLC | |||
102. |
Environmental, health and safety management systems implementation/registration guidance / authored by Roger Strelow and Cornelius C. Smith | TXu001155414 | Federal-Mogul LLC | |||
103. |
Federal-Mogul Bower B C A bearings, NATIONAL oil SEALs : Feb. 1989, 510A | TX0002611080 | Federal-Mogul LLC | |||
104. |
Federal-Mogul Bower/B C A bearings, NATIONAL oil SEALs : for U. S. and imported passenger cars, light and medium duty trucks (through 2 1/2 ton), boat trailers, snowmobiles, and ATVs : 510, 1987. | TX0002604092 | Federal-Mogul LLC | |||
105. |
Federal-Mogul Bower/BCA bearings, BCA C.V. components, NATIONAL oil SEALs : 1990, 510. | TX0003050892 | Federal-Mogul LLC | |||
106. |
Federal-Mogul Bower/BCA bearings, BCA C.V. components, NATIONAL oil SEALs : 1991, 510 | TX0003405404 | Federal-Mogul LLC | |||
107. |
Federal-Mogul Bower/BCA bearings, NATIONAL oil SEALs : 1994, 510. | TX0003765443 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
133. |
Firestone NATIONAL wheel SEALs : front and rear wheel SEAL and bearing applications | TX0000666603 | Federal-Mogul LLC | |||
134. |
Instrumented gasoline piston | VAu000605984 | Federal-Mogul LLC | |||
135. |
Instrumetned diesel piston | VAu000603974 | Federal-Mogul LLC | |||
136. |
Japanese application catalog : Federal-Mogul engine bearings, Hastings piston rings | TX0000486935 | Federal-Mogul LLC | |||
137. |
Linkage capabilities. | TXu001145939 | Federal-Mogul LLC | |||
138. |
Manual de servicio de cojinetes para motor | TX0000856711 | Federal-Mogul LLC | |||
139. |
N305 NAPA bearings : mast guide bearing catalog : August 1990 | TX0002962412 | Federal-Mogul LLC | |||
140. |
NAPA bearings : agricultural catalog | TX0000386112 | Federal-Mogul LLC | |||
141. |
NAPA bearings : bearings and SEALs : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000797549 | Federal-Mogul LLC | |||
142. |
NAPA bearings : [catalog] : drive shaft supports | TX0000476667 | Federal-Mogul LLC | |||
143. |
NAPA bearings : clutch bearing master catalog | TX0000386111 | Federal-Mogul LLC | |||
144. |
NAPA bearings : drive shaft supports | TX0001965484 | Federal-Mogul LLC | |||
145. |
NAPA bearings : heavy duty differential catalog | TX0000549163 | Federal-Mogul LLC | |||
146. |
NAPA bearings : heavy duty differential catalog | TX0000386114 | Federal-Mogul LLC | |||
147. |
NAPA bearings : heavy duty transmission catalog | TX0000386110 | Federal-Mogul LLC | |||
148. |
NAPA bearings : import vehicle applications. | TX0000666605 | Federal-Mogul LLC | |||
149. |
NAPA bearings : mast guide bearing catalog | TX0000660484 | Federal-Mogul LLC | |||
150. |
NAPA bearings : master bearing interchange | TX0000426347 | Federal-Mogul LLC | |||
151. |
NAPA bearings : master bearing interchange | TX0000386115 | Federal-Mogul LLC | |||
152. |
NAPA bearings : N302. | TX0002640056 | Federal-Mogul LLC | |||
153. |
NAPA bearings : N502-T : heavy duty transmission catalog | TX0000556786 | Federal-Mogul LLC | |||
154. |
NAPA bearings : N510, April 1990 | TX0003431806 | Federal-Mogul LLC | |||
155. |
NAPA bearings : N510, Nov., 1992 : master catalog featuring bearing and SEAL listings for US and imported vehicles, light and medium trucks (thru 2 1/2 ton[s] : N510. | TX0003509104 | Federal-Mogul LLC | |||
156. |
NAPA bearings numerical listing | TX0000798055 | Federal-Mogul LLC | |||
157. |
NAPA bearings numerical listing | TX0000526390 | Federal-Mogul LLC | |||
158. |
NAPA bearings : passenger car, light truck catalog. | TX0000362420 | Federal-Mogul LLC | |||
159. |
NAPA bearings quick reference specifications manual : [no.] N515A : numerical & bore size listings, tapered, cylindrical, needles, journal roller bearings, and ball bearings | TX0000845009 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
183. |
NATIONAL oil SEALs master interchange : catalog no. 425, 1995 | TX0004161856 | Federal-Mogul LLC | |||
184. |
NATIONAL oil SEALs specifications manual, 1985 : no. 415. | TX0002389997 | Federal-Mogul LLC | |||
185. |
NATIONAL oil SEALs specifications manual, 1988 : no. 415. | TX0002487733 | Federal-Mogul LLC | |||
186. |
NATIONAL oil SEALs specifications manual, 1995 : catalog no. 415 | TX0004147997 | Federal-Mogul LLC | |||
187. |
NATIONAL redi-sleeves. | VA0000327565 | Federal-Mogul LLC | |||
188. |
NATIONAL to Redi-Sleeve cross reference listing : 435RS, January 1982 | TX0002137178 | Federal-Mogul LLC | |||
189. |
Pistones Sterling : catalogo maestro para automoviles y camiones livianos : SP604 | TX0001027672 | Federal-Mogul LLC | |||
190. |
RingChek. | TXu001155202 | Federal-Mogul LLC | |||
191. |
SEALed power engine kits and parts : vol. 1, 1976 & earlier : catalog no. SP1051, 1994 | TX0003942165 | Federal-Mogul LLC | |||
192. |
SEALed power engine kits and parts : vol. 2, 1977 to present : catalog no. SP1502, 1994 | TX0003942166 | Federal-Mogul LLC | |||
193. |
SEALed power engine kits and parts : vol. 3 : numerical & progressive diametrical listings & POP code : cat. no. SP1053 | TX0003952667 | Federal-Mogul LLC | |||
194. |
Source power | TX0004106874 | Federal-Mogul LLC | |||
195. |
Sterling pistons | VA0000300339 | Federal-Mogul LLC | |||
196. |
Sterling pistons master catalog : 604, 1987 | TX0002801354 | Federal-Mogul LLC | |||
197. |
Sterling pistons master catalog : 604, 1990 | TX0002847605 | Federal-Mogul LLC | |||
198. |
Stock check guidebearings and SEALs | TX0000856712 | Federal-Mogul LLC | |||
199. |
TRW constant velocity joints and boot kits : catalog no. X-4012, 1995 supplersedes 1992 | TX0004078147 | Federal-Mogul LLC | |||
200. |
TRW engine kits, 1994 : catalog no. X-3000 | TX0003978936 | Federal-Mogul LLC | |||
201. |
TRW wheel alignment products : catalog no. X4023, 1995. | TX0004020010 | Federal-Mogul LLC | |||
202. |
X4000-2 TRW chassis parts : vol. 2, 1994 | TX0003964930 | Federal-Mogul LLC | |||
203. |
Bower/B C A bearings and NATIONAL oil SEALs : [catalog]. | TX0000348441 | Federal-Mogul LLC | |||
204. |
Bower/B C A bearings and NATIONAL oil SEALs : [catalog]. | TX0000470946 | Federal-Mogul LLC | |||
205. |
Bower/B C A bearings and NATIONAL oil SEALs : [catalog]. | TX0000327185 | Federal-Mogul LLC | |||
206. |
Bower/B C A bearings and NATIONAL oil SEALs : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0001963488 | Federal-Mogul LLC | |||
207. |
Bower/B C A bearings and NATIONAL oil SEALs : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs. | TX0001243331 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
208. |
Bower/B C A bearings and NATIONAL oil SEALs : catalog : 510 : for U. S. and imported passenger cars, light duty trucks (thru 1 1/2 ton), boat trailers, snowmobiles, and A T Vs | TX0000752738 | Federal-Mogul LLC | |||
209. |
Bower/B C A NATIONAL : 517 : agricultural catalog bearings and SEALs / Federal Mogul | TX0001083780 | Federal-Mogul LLC | |||
210. |
Bower/B C A NATIONAL [catalog] : 0505 : wheel bearings and SEALs : pinion and transmission SEALs : passenger cars and light trucks : includes import vehicle coverage | TX0000618359 | Federal-Mogul LLC | |||
211. |
Buyers guide 1986. Federal Mogul engine bearings. | TX0002004835 | Federal-Mogul LLC | |||
212. |
Buyers guide 1986. Federal Mogul engine bearings. | TX0002004870 | Federal-Mogul LLC | |||
213. |
Buyers guide 1986. NATIONAL oil SEALs | TX0002029577 | Federal-Mogul LLC | |||
214. |
Buyers guide 1986. Bower roller bearings, B C A ball bearings, heavy duty transmission & differential kits, agricultural kits | TX0002029574 | Federal-Mogul LLC | |||
215. |
Buyers guide 1986. Sterling pistons. | TX0002029575 | Federal-Mogul LLC | |||
216. |
Buyers guide 1986. Sterling pistons. | TX0002004871 | Federal-Mogul LLC | |||
217. |
EB64M Engine Bearings | A678911 | Federal-Mogul LLC | |||
218. |
SRB64P Front/Rear Wheel Bearings & SEALs | A678912 | Federal-Mogul LLC | |||
219. |
Supp.1 NATIONAL Oil SEAL Specifications Manual | A678913 | Federal-Mogul LLC | |||
220. |
EB64PLT Engine Bearings | A678914 | Federal-Mogul LLC | |||
221. |
RB64TR Truck Ball and Roller Bearings | A683999 | Federal-Mogul LLC | |||
222. |
Engine Bearing Service Manual, 8th Ed | A701792 | Federal-Mogul LLC | |||
223. |
EB64MX Engine Bearings | A701791 | Federal-Mogul LLC | |||
224. |
PT63S NATIONAL Oil SEALs Supplement to PT63 | A702491 | Federal-Mogul LLC | |||
225. |
Tapered Bearings Rapid Selection Chart | A706095 | Federal-Mogul LLC | |||
226. |
SRB64PLT Wheel Bearings and Oil SEALs | A708009 | Federal-Mogul LLC | |||
227. |
Supp.1 Engine Bearings Shop Specifications Manual | A721780 | Federal-Mogul LLC | |||
228. |
1965 Autos - Advance Replacement Parts | A729703 | Federal-Mogul LLC | |||
229. |
S65DOSS NATIONAL Oil SEALs Obsolete, Substitute Numbers | A729703 | Federal-Mogul LLC | |||
230. |
S65SP NATIONAL Oil SEALs Specification Manual | A744979 | Federal-Mogul LLC | |||
231. |
RD64 NATIONAL Red-Dot Oil SEALs | A679653 | Federal-Mogul LLC | |||
232. |
WS64 NATIONAL Wear Sleeves | A689011 | Federal-Mogul LLC | |||
233. |
Oil and Grease SEALs | A689012 | Federal-Mogul LLC | |||
234. |
FM Job-Tailored Crankshaft Kit | A753869 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
235. |
SRB65P Front and Rear Wheel Bearings | A760235 | Federal-Mogul LLC | |||
236. |
S6515XPR Distributors Net Prices, Stock Items - May 1965 | A760236 | Federal-Mogul LLC | |||
237. |
S651-5X NATIONAL Oil SEALs Export Net Prices Jan 1965 | A760237 | Federal-Mogul LLC | |||
238. |
OR65M NATIONAL O-Rings | A763203 | Federal-Mogul LLC | |||
239. |
NSD - A Look into The Future | A764272 | Federal-Mogul LLC | |||
240. |
RB651-5XPR Bower Roller Bearings - BCA Ball Bearings Prices | A768866 | Federal-Mogul LLC | |||
241. |
RMC - For 45 Years A Trusted Name | Kk94513 | Federal-Mogul LLC | |||
242. |
RMC Replacement Valves | Kk94514 | Federal-Mogul LLC | |||
243. |
EB65CK Federal-Mogul Crankshaft Kit | A771383 | Federal-Mogul LLC | |||
244. |
SRB65PS Front Wheel Bearing and Oil SEAL Application Chart | A783179 | Federal-Mogul LLC | |||
245. |
SRV65PSC Front Wheel Bearing and Oil SEAL Application Chart | A783180 | Federal-Mogul LLC | |||
246. |
EB65MX Engine Bearings | A783181 | Federal-Mogul LLC | |||
247. |
SRB65PLT Fast Moving Service System | A783978 | Federal-Mogul LLC | |||
248. |
B65CR Clutch Release Bearings | A783979 | Federal-Mogul LLC | |||
249. |
RAS-65 RMC Rocker Parts, June 1965 | A787245 | Federal-Mogul LLC | |||
250. |
P65 Sterling Pistons Master Catalog | A797840 | Federal-Mogul LLC | |||
251. |
VP65M Federal-Mogul Engine Products | A797841 | Federal-Mogul LLC | |||
252. |
V65 RMC Valves Master Catalog | A797842 | Federal-Mogul LLC | |||
253. |
Why Do O-Rings Fail? From NATIONAL SEAL | A810775 | Federal-Mogul LLC | |||
254. |
OP66M Federal-Mogul Reconditioned Oil Pumps | A816974 | Federal-Mogul LLC | |||
255. |
OP6613 Federal-Mogul Engine Products, Resale | A816976 | Federal-Mogul LLC | |||
256. |
OP6615 Federal-Mogul Engine Products, Distributor | A816975 | Federal-Mogul LLC | |||
257. |
1966 Autos - Advance Replacement Parts | A824868 | Federal-Mogul LLC | |||
258. |
OP66MS Federal-Mogul Engine Products | A829732 | Federal-Mogul LLC | |||
259. |
801 Master Catalog, 1966 | A829733 | Federal-Mogul LLC | |||
260. |
EB65SP Shop Specification Manual, U.S. | A832749 | Federal-Mogul LLC | |||
261. |
1101 Federal-Mogul Crankshaft Kit | A836766 | Federal-Mogul LLC | |||
262. |
1010 NATIONAL GASKET Quick Reference, 1966 | A851343 | Federal-Mogul LLC | |||
263. |
401 NATIONAL Oil SEAL Catalog, 1966 | A851344 | Federal-Mogul LLC | |||
264. |
505 Wheel Bearing & SEAL Catalog, 1966 | A852577 | Federal-Mogul LLC | |||
265. |
1001 NATIONAL GASKET Catalog, 1966 | A852810 | Federal-Mogul LLC | |||
266. |
503 Bower/BCA Ball and Roller Bearings | A852999 | Federal-Mogul LLC | |||
267. |
490 NATIONAL Oil SEALs DOSS, 1966 | A857114 | Federal-Mogul LLC | |||
268. |
502 Bower/BCA Ball and Roller Bearings | A857115 | Federal-Mogul LLC | |||
269. |
0505 Wheel Bearing & SEAL Catalog, 1966 | A857113 | Federal-Mogul LLC | |||
270. |
VM66 Vellumoid GASKETs, Master Catalog | A858839 | Federal-Mogul LLC | |||
271. |
101 Federal-Mogul Engine Bearings, 1966 | A862422 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
313. |
611 Engine Parts Quick Reference, 1969 | A46571 | Federal-Mogul LLC | |||
314. |
901 NATIONAL O-Rings | A61435 | Federal-Mogul LLC | |||
315. |
510 Bower/BCA & NATIONAL Oil SEALs | A70916 | Federal-Mogul LLC | |||
316. |
505 Bower/BCA & NATIONAL Wheel | A72817 | Federal-Mogul LLC | |||
317. |
401 NATIONAL Oil SEALs, 1969 | A82591 | Federal-Mogul LLC | |||
318. |
611 Federal-Mogul Service Engine Parts, 1969 | A82582 | Federal-Mogul LLC | |||
319. |
Welcome to Federal-Mogul | A84457 | Federal-Mogul LLC | |||
320. |
112 Federal-Mogul Racing Engine Bearings, 1969 | A90453 | Federal-Mogul LLC | |||
321. |
315 BCA Ball Bearings, 1969 | A90565 | Federal-Mogul LLC | |||
322. |
BCA Ball Bearings for Agriculture | A139967 | Federal-Mogul LLC | |||
323. |
610 Federal-Mogul Quick Reference, Engine Parts, 1970 | A126907 | Federal-Mogul LLC | |||
324. |
701 Federal-Mogul Remanufactured Oil Pumps, 1970 | A137657 | Federal-Mogul LLC | |||
325. |
404 NATIONAL Unitized Oil SEALs, 1970 | A146894 | Federal-Mogul LLC | |||
326. |
505 Bower/BCA and NATIONAL Wheel, 1970 | A157646 | Federal-Mogul LLC | |||
327. |
215 Bower Specification Manual, 1968 | A26857 | Federal-Mogul LLC | |||
328. |
510 Bower/BCA and NATIONAL SEALs, 1970 | A158478 | Federal-Mogul LLC | |||
329. |
112 Federal-Mogul Racing Engine Bearings, 1970 | A173953 | Federal-Mogul LLC | |||
330. |
304 BCA Clutch Release Catalog, 1970 | A185951 | Federal-Mogul LLC | |||
331. |
530 Bower/BCA Competitors Manual, 1970 | A208022 | Federal-Mogul LLC | |||
332. |
Haller P/M Design Guide | A218937 | Federal-Mogul LLC | |||
333. |
401 NATIONAL Oil SEALs | A278808 | Federal-Mogul LLC | |||
334. |
112 FM Engine Bearing Racing Catalog | A256310 | Federal-Mogul LLC | |||
335. |
505 Bower/BCA and NATIONAL Wheel | A256313 | Federal-Mogul LLC | |||
336. |
510 Bower/BCA and NATIONAL Oil SEALs | A256341 | Federal-Mogul LLC | |||
337. |
Happiness Is an Engine with Federal-Mogul | A256427 | Federal-Mogul LLC | |||
338. |
560 Snowmobile Bearings Catalog, 1971 | A277777 | Federal-Mogul LLC | |||
339. |
415 NATIONAL Oil SEALs, 1972 | A285502 | Federal-Mogul LLC | |||
340. |
610 Federal-Mogul Engine Parts, 1972 | A318823 | Federal-Mogul LLC | |||
341. |
72 BCA Ball Bearings General Catalog | A319012 | Federal-Mogul LLC | |||
342. |
505 Bower/BCA and NATIONAL Wheel, 1972 | A320949 | Federal-Mogul LLC | |||
343. |
Master Carbide Reamers and Boring Tools | A335218 | Federal-Mogul LLC | |||
344. |
502W Wheel Applications, Bearings, SEALs, 1972 | A336605 | Federal-Mogul LLC | |||
345. |
502M Federal-Mogul Heavy Duty Fleet Products, 1972 | A381785 | Federal-Mogul LLC | |||
346. |
701 Federal-Mogul Reconditioned Oil Pumps, 1972 | A347192 | Federal-Mogul LLC | |||
347. |
EM71 Master Carbide End Mills / Routers | A347163 | Federal-Mogul LLC | |||
348. |
101S Federal-Mogul Engine Bearings, 1972 | A348229 | Federal-Mogul LLC |
Title |
Reg No |
Owner |
||||
349. |
329 Agricultural Bearings, 1972 | A348230 | Federal-Mogul LLC | |||
350. |
508 Bower/BCA Wheel Bearings, 1972 | A348231 | Federal-Mogul LLC | |||
351. |
309S Bower/BCA Drive Shafts, 1972 | A348233 | Federal-Mogul LLC | |||
352. |
226 Matched Assemblies, 1972 | A348232 | Federal-Mogul LLC | |||
353. |
502D Federal-Mogul Heavy Duty Fleet Products, 1972 | A356156 | Federal-Mogul LLC | |||
354. |
612 Federal-Mogul Engine Sets, 1972 | A360586 | Federal-Mogul LLC | |||
355. |
502T Federal-Mogul Heavy Duty Fleet Products, 1972 | A369421 | Federal-Mogul LLC | |||
356. |
602 Federal-Mogul Industrial Engine Parts, 1972 | A370099 | Federal-Mogul LLC | |||
357. |
615 Sterling Pistons & RMC Valves, 1972 | A373499 | Federal-Mogul LLC | |||
358. |
490 NATIONAL Oil SEALs DOSS, 1972 | A381783 | Federal-Mogul LLC | |||
359. |
590 Bower & BCA Bearings DOSS, 1972 | A381784 | Federal-Mogul LLC | |||
360. |
610 Federal-Mogul Engine Parts, 1973 | A416009 | Federal-Mogul LLC | |||
361. |
AT3 Portable Air Tools, 1973 | A426517 | Federal-Mogul LLC | |||
362. |
B3 Master Carbide Burs and Tools, 1973 | A415406 | Federal-Mogul LLC | |||
363. |
1501 Federal-Mogul Timing Components, 1973 | A416008 | Federal-Mogul LLC | |||
364. |
6510 Vehicle Replacement Parts, 1973 | A426581 | Federal-Mogul LLC | |||
365. |
SS3 Master Solid Carbide Saws, 1973 | A426580 | Federal-Mogul LLC | |||
366. |
CD3 Metal Removal Contour Discs, 1973 | A426766 | Federal-Mogul LLC | |||
367. |
612 Federal-Mogul Engine Sets, 1973 | A426767 | Federal-Mogul LLC | |||
368. |
V3 Metal Removal Grinding Wheels, 1973 | A433572 | Federal-Mogul LLC | |||
369. |
T3 Master Carbide Tips, 1973 | A433571 | Federal-Mogul LLC | |||
370. |
Master Carbide Burs and Rotary Tools | A433570 | Federal-Mogul LLC | |||
371. |
517 Federal-Mogul Agricultural Bearings | A434788 | Federal-Mogul LLC | |||
372. |
Bower Roller Bearings Selection Chart | A460005 | Federal-Mogul LLC | |||
373. |
115 Federal-Mogul Engine Bearing Shop Manual | A591293 | Federal-Mogul LLC | |||
374. |
415S NATIONAL Oil SEALs, Zero Duplication, Industrial Spec, 1976 | A830335 | Federal-Mogul LLC | |||
375. |
428 NATIONAL Oil SEALs, Zero Duplication, Industrial Interchg, 1976 | A830334 | Federal-Mogul LLC | |||
376. |
425 NATIONAL Oil SEALs, 1977 | A830333 | Federal-Mogul LLC | |||
377. |
115 Federal-Mogul Engine Bearings, 1977 | A830336 | Federal-Mogul LLC | |||
378. |
Colorful Federal-Mogul | A830332 | Federal-Mogul LLC | |||
379. |
EBF3-76 Bearing Basic Facts, Distress | A841766 | Federal-Mogul LLC | |||
380. |
EBF2-76 Bearing Basic Facts, Terms | A841767 | Federal-Mogul LLC | |||
381. |
Grid design/Carter carburetor | VA319-258 | Federal-Mogul LLC |
FOREIGN COPYRIGHTS
Reg No. |
Title |
Owner |
||
India Reg No. A-100349/2013 |
GOETZE TP PISTON RING SET | Federal-Mogul Goetze (India) Limited | ||
India Reg No. A-100350/2013 |
GOETZEPOWER ORIGINAL RING | Federal-Mogul Goetze (India) Limited | ||
India Reg No. A-100350/2013 |
GOETZE PISTON RING PACKAGING | Federal-Mogul Goetze (India) Limited | ||
India Reg No. A-100353/2013 |
GOETZE PISTIONS | F-M Trademarks Limited | ||
India Reg No. A-100354/2013 |
GOETZE CYLINDER LINERS | F-M Trademarks Limited |
MarkName |
Country |
Application Date | Application Number | Registration Date | Registration Number |
Current
|
Status |
Segment | ||||||||
21 |
United States | 09/30/1938 | 71/411141 | 02/21/1939 | 0365051 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
7733PT-2 |
United States | 03/12/2007 | 77/128097 | 12/01/2009 | 3719004 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
ABEX |
United States | 09/26/1940 | 71/436369 | 01/28/1941 | 0384700 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
ACCUFIT |
United States | 11/01/2011 | 85/461691 | 12/24/2013 | 4455555 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ACOUTHERM |
United States | 10/31/2006 | 0912254 | 02/12/2008 | 3382179 | FEDERAL-MOGUL SEALING SYSTEMS GMBH | REGISTERED | PT | ||||||||
AE MONOGRAM |
United States | 09/07/1994 | 74/570890 | 10/08/1996 | 2005528 | FEDERAL-MOGUL AFTERMARKET U.K. LIMITED | REGISTERED | MP | ||||||||
AEROVANTAGE |
United States | 02/13/1989 | 73/782043 | 02/13/1990 | 1582452 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
AEROVANTAGE DESIGN (Stylized A) |
United States | 08/06/2001 | 76/295026 | 08/05/2003 | 2748226 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
AEROVENT |
United States | 08/14/2013 | 86/038146 | 11/11/2014 | 4638163 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
AEROVENT DESIGN |
United States | 08/14/2013 | 86/038163 | 11/11/2014 | 4638164 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ALTIDUR |
United States | 03/27/2013 | 85/887,583 | 12/17/2013 | 4450513 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
ANCO |
United States | 11/24/2009 | 77/880046 | 12/28/2010 | 3896224 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ANCO |
United States | 06/20/1969 | 72/330574 | 02/17/1970 | 0886221 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ANCO |
United States | 12/11/1975 | 73/071494 | 10/12/1976 | 1049939 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ANCO |
United States | 12/11/1975 | 73/071495 | 10/12/1976 | 1050069 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ANCO & WIPE DESIGN |
United States | 11/02/2001 | 76/333743 | 07/23/2002 | 2597999 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ARCTIC ARMOR DESIGN |
United States | 06/25/2014 | 86/320505 | 02/07/2017 | 5137938 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ARTICULATED CONTACT |
United States | 08/14/2013 | 86/038179 | 02/16/2016 | 4902289 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ARTICULATED CONTACT DESIGN |
United States | 08/14/2013 | 86/038185 | 11/25/2014 | 4646185 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
AUBURN |
United States | 03/05/1987 | 73/647973 | 08/23/1988 | 1500980 | FEDERAL-MOGUL IGNITION LLC | REGISTERED | PT | ||||||||
AUBURN & DESIGN |
United States | 01/15/1988 | 73/705747 | 07/18/1989 | 1547972 | FEDERAL-MOGUL IGNITION LLC | REGISTERED | PT | ||||||||
BECK/ARNLEY |
United States | 02/20/2003 | 76/490112 | 08/17/2004 | 2873519 | BECK ARNLEY HOLDINGS LLC | REGISTERED | MP | ||||||||
BECK/ARNLEY |
United States | 06/26/2014 | 86/321536 | 02/17/2015 | 4688142 | BECK ARNLEY HOLDINGS LLC | REGISTERED | MP | ||||||||
BEN-HAR |
United States | 05/12/2008 | 77/471786 | 12/30/2008 | 3553672 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
BENTLEYHARRIS |
United States | 07/18/1988 | 73/740474 | 01/02/1990 | 1574969 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
BERAL (IN ELLIPSE) |
United States | 11/02/1989 | 73/835527 | 07/02/1991 | 1649408 | FEDERAL-MOGUL FRICTION PRODUCTS GmbH | REGISTERED | MP | ||||||||
BLITZCHROME |
United States | 07/07/2004 | 79/007532 | 01/24/2006 | 3051171 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
BLUE SEAL DESIGN |
United States | 04/06/2015 | 86/588222 | 02/28/2017 | 5148795 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
BLUE SEAL DESIGN |
United States | 03/07/2016 | 86/931680 | 10/11/2016 | 5059241 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
BLUE STRIPE |
United States | 01/30/1985 | 73/519877 | 09/10/1985 | 1359210 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
BLUE STRIPE DESIGN |
United States | 09/29/1982 | 73/394275 | 04/24/1984 | 1275173 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
BOSTEC |
United States | 07/02/2004 | 79/007813 | 01/24/2006 | 3051178 | FEDERAL-MOGUL SEALING SYSTEMS GMBH | REGISTERED | PT | ||||||||
BRICO |
United States | 03/18/1968 | 72/293425 | 12/30/1969 | 0883177 | FEDERAL-MOGUL SINTERED PRODUCTS LIMITED | REGISTERED | PT | ||||||||
BRITELITE |
United States | 06/10/2011 | 85/343726 | 08/21/2012 | 4192960 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
CarboGlide |
United States | 10/11/2011 | 1068944 | 10/11/2011 | 4037104 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
CARGO COIL DESIGN |
United States | 11/27/1978 | 73/194577 | 02/03/1981 | 1146635 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
CERAMIC NXT |
United States | 10/25/2011 | 85/455658 | 11/19/2013 | 4437025 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
C-GROUND |
United States | 04/03/2017 | 87/410623 | FEDERAL-MOGUL POWERTRAIN LLC | FILED | PT | ||||||||||
CHAMPION |
United States | 12/11/2012 | 85/799645 | 08/06/2013 | 4379520 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION |
United States | 08/08/2014 | 86/361680 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
CHAMPION |
United States | 04/25/1913 | 71/070053 | 08/12/1913 | 0092950 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION |
United States | 04/16/1917 | 71/103012 | 03/19/1918 | 0120950 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION |
United States | 06/11/1930 | 71/302316 | 02/17/1931 | 0280405 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION |
United States | 06/02/1988 | 73/732196 | 08/15/1989 | 1551621 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION & GLOBE |
United States | 04/16/1917 | 71/103011 | 01/15/1918 | 0120167 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 12/11/2012 | 85/799648 | 08/06/2013 | 4379521 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 06/21/2007 | 77/211861 | 10/08/2013 | 4415020 | FEDERAL-MOGUL WORLD WIDE LLC | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 06/11/1973 | 72/459954 | 07/30/1974 | 0989525 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 08/20/1982 | 73/380887 | 07/12/1983 | 1245482 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 06/21/2007 | 77/981568 | 04/12/2011 | 3946020 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 06/10/1988 | 73/733596 | 04/04/1989 | 1532801 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE |
United States | 06/09/1988 | 73/733350 | 08/15/1989 | 1551606 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CHAMPION AND BOW TIE w/Motor Speedway |
United States | 02/26/2016 | 86/921421 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
CHAMPION AND BOW TIE w/Motor Speedway |
United States | 02/26/2016 | 86/980462 | Federal-Mogul Motorparts LLC | FILED | MP |
CHAMPION AND BOW TIE w/Motor Speedway-Pontiac MI |
United States | 02/26/2016 | 86/921373 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
CHAMPION AND BOW TIE w/Motor Speedway-Pontiac MI |
United States | 02/26/2016 | 86/980463 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
CHAMPION CONTACT |
United States | 06/05/2007 | 77/198108 | 04/21/2009 | 3609350 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CKS |
United States | 05/17/1999 | 75/704340 | 10/08/2002 | 2629660 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
CKS |
United States | 04/04/2000 | 76/017251 | 11/25/2003 | 2785270 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
CLEVAFLEX |
United States | 08/25/1965 | 72/226418 | 07/05/1966 | 0810783 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
COAT+ |
United States | 06/13/2018 | 87/960299 | FEDERAL-MOGUL FRICTION PRODUCTS LIMITED | FILED | MP | ||||||||||
COAT+ LOGO |
United States | 06/13/2018 | 87/959798 | FEDERAL-MOGUL FRICTION PRODUCTS LIMITED | FILED | MP | ||||||||||
CONTOUR |
United States | 03/14/2006 | 78/836372 | 08/07/2007 | 3277937 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CONTROL COIL |
United States | 09/03/1992 | 74/310527 | 12/28/1993 | 1813616 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
CONVOSHIELD |
United States | 01/30/2001 | 78/045671 | 07/16/2002 | 2594407 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
COPPER PLUS |
United States | 09/27/1982 | 73/389890 | 10/25/1983 | 1255128 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
CORK-LAM |
United States | 06/25/1981 | 73/316263 | 02/08/1983 | 1226653 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
CORPORATE SYMBOL |
United States | 06/04/1987 | 73/664730 | 11/27/1990 | 1624440 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
CORPORATE SYMBOL |
United States | 10/11/1990 | 74/106199 | 12/17/1991 | 1668425 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
CORPORATE SYMBOL |
United States | 12/28/1992 | 74/343728 | 11/02/1993 | 1802103 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
CPT SPEEDTORQ |
United States | 09/25/2015 | 79/178368 | 11/29/2016 | 5088851 | FEDERAL-MOGUL CONTROLLED POWER LIMITED | REGISTERED | PT | ||||||||
CRUSHSHIELD |
United States | 08/05/2011 | 85/390675 | 11/24/2015 | 4859938 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
DAROS (word) |
United States | 09/02/1994 | 74/569456 | 05/13/1997 | 2060263 | Federal-Mogul Göteborg AB | REGISTERED | PT | ||||||||
DELTA Q ( D Q) ADVANTAGE DESIGN |
United States | 10/06/2017 | 87/636425 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
DELTA Q ( D Q) ADVANTAGE PLUS DESIGN |
United States | 10/19/2017 | 87/652631 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
DEVA |
United States | 02/26/2003 | 78/219107 | 10/10/2006 | 3154694 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA |
United States | 12/13/1988 | 73/769222 | 03/06/1990 | 1585294 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA & DESIGN |
United States | 03/22/2000 | 76/007492 | 10/21/2003 | 2776051 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA.BM |
United States | 02/07/2005 | 78/561825 | 07/29/2008 | 3477946 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA.GLIDE |
United States | 02/07/2005 | 78/561922 | 12/30/2008 | 3555258 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA.METAL |
United States | 02/26/2003 | 78/219196 | 02/07/2006 | 3058127 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DEVA.TEX |
United States | 02/07/2005 | 78/561723 | 07/29/2008 | 3477945 | FEDERAL-MOGUL DEVA GMBH | REGISTERED | PT | ||||||||
DUAL GALLERY MONOSTEEL |
United States | 05/18/2012 | 85/629659 | 12/06/2016 | 5095636 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
DUAL STEEL MONOSTEEL |
United States | 04/03/2012 | 85/587910 | 12/06/2016 | 5095633 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
DuraForm-G91 |
United States | 10/18/2016 | 79199230 | 09/19/2017 | 5288318 | FEDERAL-MOGUL NÜRNBERG GMBH | REGISTERED | PT | ||||||||
DuraForm-P20 |
United States | 02/03/2017 | 1336537 | 02/03/2017 | 5314372 | FEDERAL-MOGUL NÜRNBERG GMBH | REGISTERED | PT | ||||||||
DURAKLEAR |
United States | 06/09/2000 | 76/067345 | 07/31/2001 | 2473480 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
DURAKLEAR DESIGN |
United States | 08/14/2013 | 86/038193 | 11/25/2014 | 4646187 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
DURAKLEAR PLUS DESIGN |
United States | 08/14/2013 | 86/038199 | 11/25/2014 | 4646188 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
DuroGlide |
United States | 05/26/2011 | 79/103716 | 10/13/2015 | 4829310 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
DYNAMIC EDGE |
United States | 02/17/2011 | 85/245403 | 10/09/2012 | 4222601 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
ECO-FRICTION |
United States | 11/15/2011 | 85/472619 | 08/19/2014 | 4589114 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
ecoSurf |
United States | FEDERAL-MOGUL BURSCHEID GMBH | DOCKETED | PT | ||||||||||||
ELASTOTHERMIC |
United States | 08/29/2012 | 1134173 | 01/14/2014 | 1134173 | FEDERAL-MOGUL NÜRNBERG GMBH | REGISTERED | PT | ||||||||
ENGINE EXPRESS |
United States | 09/23/2002 | 76/452386 | 03/29/2005 | 2937054 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
ENGINE EXPRESS |
United States | 09/23/2002 | 76/977075 | 03/15/2005 | 2932642 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
ENGINE EXPRESS |
United States | 04/03/2015 | 86/586761 | 12/27/2016 | 5107412 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
ENGINE$AVER |
United States | 07/16/1991 | 74/185526 | 12/21/1993 | 1812690 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
ENVIROKOOL |
United States | 01/28/2016 | 86/890099 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
ENVIROKOOL MONOSTEEL PISTON |
United States | 04/09/2013 | 85/899213 | 12/13/2016 | 5100605 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
E-SHIELD |
United States | 02/19/2014 | 86/197655 | 07/19/2016 | 5003787 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
eWave |
United States | 11/20/2014 | 79160769 | 07/07/2015 | 4766654 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
EXPANDO |
United States | 08/10/1973 | 72/465327 | 04/01/1975 | 1008111 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
EZ CLICK |
United States | 12/11/2012 | 85/799651 | 07/23/2013 | 4372203 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
EZ CLICK INSTALLATION DESIGN |
United States | 12/11/2012 | 85/799669 | 12/17/2013 | 4450175 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
FEDERAL MOGUL |
United States | 09/10/1990 | 74/095881 | 10/01/1991 | 1658813 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
FEDERAL MOGUL |
United States | 09/20/1990 | 74/098870 | 01/21/1992 | 1672542 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
FEDERAL MOGUL |
United States | 12/21/1992 | 74/341643 | 10/19/1993 | 1799352 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
FELCOID |
United States | 03/01/2004 | 78/376115 | 09/01/2009 | 3677825 | FEDERAL-MOGUL LLC | REGISTERED | MP |
FEL-COPRENE |
United States | 07/06/1960 | 72/100357 | 02/28/1961 | 0711858 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
FEL-PRO |
United States | 10/18/1971 | 72/405340 | 01/23/1973 | 0951367 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
FEL-PRO DESIGN |
United States | 11/20/1975 | 73/069632 | 08/10/1976 | 1045920 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
FEL-PRO DESIGN |
United States | 07/26/1976 | 73/094657 | 05/31/1977 | 1066518 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
FEL-RAMIC |
United States | 08/25/1980 | 73/275576 | 10/27/1981 | 1175148 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
FERODO |
United States | 05/18/1987 | 73/661374 | 04/04/1989 | 1533102 | FEDERAL-MOGUL FRICTION PRODUCTS LIMITED | REGISTERED | MP | ||||||||
FERODO |
United States | 08/31/2015 | 86/743089 | 09/27/2016 | 5048063 | FEDERAL-MOGUL FRICTION PRODUCTS LIMITED | REGISTERED | MP | ||||||||
FIT |
United States | 11/17/1987 | 73/696037 | 07/12/1988 | 1495770 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
FLAT-INSTALL |
United States | 04/14/2004 | 78/401821 | 12/22/2009 | 3730009 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
FLATWRAP |
United States | 01/07/2003 | 78/200708 | 06/05/2007 | 3249911 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
FLEXFIT |
United States | 07/18/1988 | 73/740472 | 02/27/1990 | 1584674 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
FLEXGUARD |
United States | 01/30/1995 | 74/626794 | 04/30/1996 | 1971079 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
FLEXWRAP |
United States | 02/17/1989 | 73/781319 | 12/05/1989 | 1569716 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
FM |
United States | 10/17/1968 | 72/309856 | 11/25/1969 | 0881149 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
FM |
United States | 11/17/1968 | 72/309857 | 12/16/1969 | 0882450 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
F-M |
United States | 09/14/2014 | 86/394271 | FEDERAL-MOGUL LLC | FILED | MP | ||||||||||
FO-RING |
United States | 05/15/2001 | 76/257543 | 08/27/2002 | 2612281 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
FP DIESEL |
United States | 05/02/2002 | 76/402993 | 10/14/2003 | 2773161 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
FP DIESEL & POWER O DESIGN |
United States | 08/06/2001 | 76/295630 | 12/03/2002 | 2656064 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
FYREJACKET |
United States | 01/25/1993 | 74/351642 | 09/28/1993 | 1794989 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
FYRETAPE |
United States | 01/25/1993 | 74/351747 | 01/25/1994 | 1817924 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
G (DESIGN) |
United States | 01/15/1960 | 72/089059 | 02/28/1961 | 0711798 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
G (DESIGN) |
United States | 08/20/1990 | 74/090036 | 12/14/1993 | 1811337 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
GARAGE GURUS |
United States | 03/04/2015 | 86/553127 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
GDC |
United States | 05/17/1999 | 75/704339 | 01/15/2002 | 2528883 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
GDC |
United States | 04/04/2000 | 76/017252 | 10/07/2003 | 2770588 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
GEOCORE |
United States | 06/25/2014 | 86/320484 | 03/08/2016 | 4914537 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
GEOCORE DESIGN |
United States | 06/25/2014 | 86/320493 | 03/22/2016 | 4923504 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
GLOBE (in Piston Ring) DESIGN jordgloben Globus im Kolbenring Device only |
United States | 04/06/1995 | 74/656790 | 09/17/1996 | 2000837 | KONCENTRA HOLDING AKTIEBOLAG | REGISTERED | PT | ||||||||
GLYCO |
United States | 01/15/1960 | 72/089060 | 02/07/1961 | 0710863 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
GLYCO SPUTTERLAGER |
United States | 11/10/2008 | 75315139 | 11/10/2008 | 2202697 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
GLYCODUR |
United States | 10/09/1981 | 73/331952 | 12/06/1983 | 1259821 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
GOE |
United States | 01/16/1970 | 72/348713 | 02/09/1971 | 0907507 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZE |
United States | 10/11/1966 | 72/256208 | 01/13/1970 | 0884079 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZE |
United States | 10/11/1966 | 72/256209 | 01/13/1970 | 0884154 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZE |
United States | 02/07/1980 | 73/249308 | 08/25/1981 | 1166153 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZEMANNCHEN |
United States | 10/04/1923 | 71/186551 | 02/19/1924 | 0179902 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZEMANNCHEN IN 1-RING |
United States | 10/11/1966 | 72/256211 | 04/21/1970 | 0889751 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
GOETZEMANNCHEN IN 1-RING |
United States | 10/11/1966 | 72/256210 | 04/28/1970 | 0890119 | FEDERAL-MOGUL LIMITED | REGISTERED | PT | ||||||||
HARNASLEEVE |
United States | 06/28/2007 | 77/217975 | 06/03/2008 | 3443174 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
HARNASLEEVE |
United States | 05/29/2014 | 86/294726 | 03/15/2016 | 4916481 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
HEADSAVER |
United States | 08/25/1989 | 73/821460 | 01/01/1991 | 1629815 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
HIW |
United States | 03/18/2013 | 85/878613 | 12/13/2016 | 5100589 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
INSTOP |
United States | 07/02/2004 | 79/006659 | 01/31/2006 | 3055669 | FEDERAL-MOGUL SEALING SYSTEMS GMBH | REGISTERED | PT | ||||||||
INTERFIL |
United States | 08/14/2000 | 76/109058 | 06/11/2002 | 2577553 | Federal-Mogul Filtration LLC | REGISTERED | MP | ||||||||
IROX |
United States | 07/26/2011 | 79/088,359 | 07/26/2011 | 4000617 | FEDERAL-MOGUL WIESBADEN GMBH | REGISTERED | PT | ||||||||
JURID |
United States | 06/29/1988 | 75/540053 | 04/24/2001 | 2445492 | FEDERAL-MOGUL BREMSBELAG GMBH | REGISTERED | MP | ||||||||
K8695T |
United States | 03/12/2007 | 77/128122 | 12/29/2009 | 3731804 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
KARROPAK |
United States | 01/26/1950 | 71/591472 | 08/21/1951 | 0546878 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
KWIK CONNECT |
United States | 06/09/2000 | 76/067338 | 03/05/2002 | 2545412 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
KWIK CONNECT DESIGN |
United States | 08/14/2013 | 86/038210 | 11/11/2014 | 4638165 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
LASPOT |
United States | 11/16/2000 | 30055292.0/07 | 07/16/2002 | 2594033 | FEDERAL-MOGUL SEALING SYSTEMS GMBH | REGISTERED | PT | ||||||||
LIGHTNING BOLT |
United States | 03/30/1981 | 73/303252 | 02/02/1982 | 1188412 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
LKZ-RING |
United States | 07/20/2010 | 1050199 | 04/12/2011 | 3943205 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
LOC WIRE |
United States | 07/15/1993 | 74/412882 | 12/05/1995 | 1939121 | FEDERAL-MOGUL LLC | REGISTERED | MP |
LOCKHEED |
United States | 12/21/1928 | 71/277040 | 07/09/1929 | 0258572 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
LOCKHEED |
United States | 08/04/1928 | 71/270593 | 02/26/1929 | 0253474 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
McCORD |
United States | 01/22/1948 | 71/547745 | 04/19/1949 | 0508805 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
McCORD DESIGN |
United States | 05/26/1988 | 73/730946 | 03/31/1992 | 1681194 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
MCQUAY-NORRIS |
United States | 08/28/1989 | 73/822193 | 03/31/1992 | 1681113 | Federal-Mogul Chassis LLC | REGISTERED | MP | ||||||||
Micro Wipe (µWipe) |
United States | FEDERAL-MOGUL BURSCHEID GMBH | DOCKETED | PT | ||||||||||||
MICROTORQ |
United States | 05/01/2015 | 86/617502 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MKJet |
United States | 05/16/2002 | 76/410840 | 09/30/2003 | 2768888 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
MONOSTEEL |
United States | 06/26/2001 | 76/276888 | 09/02/2003 | 2759729 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
MONOSTEEL ACE |
United States | 06/03/2016 | 87/059653 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MONOSTEEL CARBON SHIELD |
United States | 08/26/2016 | 87/152104 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MONOSTEEL HITHERM |
United States | 07/29/2015 | 86/708839 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MONOSTEEL LITE |
United States | 09/30/2014 | 86/410300 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MONOSTEEL THERMTRACK |
United States | 04/17/2018 | 87/880790 | FEDERAL-MOGUL LLC | FILED | PT | ||||||||||
MOOG |
United States | 03/18/2013 | 85/878553 | 05/13/2014 | 4528066 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG |
United States | 08/11/1947 | 71/531045 | 07/05/1949 | 0511779 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG |
United States | 07/03/1972 | 72/429121 | 07/23/1974 | 0988779 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG |
United States | 09/27/2011 | 85/433156 | 12/10/2013 | 4448240 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG CHASSIS PARTS |
United States | 11/26/1997 | 75/396877 | 07/29/2003 | 2742167 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG CHASSIS PARTS DESIGN |
United States | 05/14/2003 | 78/249660 | 12/21/2004 | 2912760 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
MOOG GO THE EXTRA MILE |
United States | 07/11/2016 | 87/098934 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
MOTOR CITY |
United States | 07/26/2001 | 76/291325 | 07/30/2002 | 2603202 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
nanoCatch |
United States | FEDERAL-MOGUL BURSCHEID GMBH | DOCKETED | PT | ||||||||||||
NAPD & DESIGN |
United States | 12/24/1990 | 74/125753 | 09/22/1992 | 1717891 | Federal-Mogul Chassis LLC | REGISTERED | MP | ||||||||
NATIONAL |
United States | 12/16/1992 | 74/340566 | 10/12/1993 | 1797828 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
NATIONAL |
United States | 10/30/1957 | 72/039797 | 10/07/1958 | 0668050 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
NATIONAL |
United States | 10/20/2003 | 78/315818 | 12/29/2009 | 3732779 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
NATIONAL & SEAL DESIGN |
United States | 10/30/1957 | 72/039798 | 09/30/1958 | 0667747 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
NECTO |
United States | 07/21/2014 | 86/343356 | 06/23/2015 | 4758875 | Federal-Mogul Friction Products, S.A. (ES) | REGISTERED | MP | ||||||||
NIGHTDEFENSE |
United States | 12/24/2011 | 85/503584 | 10/29/2013 | 4426069 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
NIMBUS |
United States | 10/21/2015 | 86/794681 | 06/28/2016 | 4988043 | PAYEN INTERNATIONAL LIMITED | REGISTERED | PT | ||||||||
NOTCHBLOK |
United States | 12/08/1994 | 74/608497 | 10/15/1996 | 2009020 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
NÜRAL (MIT KOLBEN) |
United States | 10/13/1987 | 73/689246 | 08/27/1991 | 1654713 | FEDERAL-MOGUL NÜRNBERG GMBH | REGISTERED | PT | ||||||||
NÜRAL IN KURSIVSCHRIFT |
United States | 10/13/1987 | 73/689230 | 10/22/1991 | 1661427 | FEDERAL-MOGUL NÜRNBERG GMBH | REGISTERED | PT | ||||||||
NXN |
United States | 03/10/2017 | 79/212,766 | 12/26/2017 | 5362189 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
NYLOGARD |
United States | 05/13/2004 | 78/418139 | 01/17/2006 | 3044815 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
PARTS MATTER |
United States | 04/07/2015 | 86/590040 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
PAYEN |
United States | 03/31/1987 | 73/652492 | 12/13/1988 | 1516392 | PAYEN INTERNATIONAL LIMITED | REGISTERED | MP | ||||||||
PERMA-DRY |
United States | 04/08/1991 | 74/154617 | 03/03/1992 | 1677628 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
PERMADRYPLUS |
United States | 11/19/1996 | 75/200034 | 11/25/1997 | 2116083 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
PERMATORQUE |
United States | 12/11/1974 | 73/039310 | 08/26/1975 | 1018835 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
POWER O DESIGN |
United States | 08/06/2001 | 76/296057 | 10/22/2002 | 2639001 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
POWERFORGED |
United States | 03/24/1958 | 72/048370 | 08/02/1960 | 0702403 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
POWERSPORT |
United States | 08/30/1999 | 75/787400 | 09/05/2000 | 2383053 | FEDERAL-MOGUL WORLD WIDE LLC | REGISTERED | MP | ||||||||
PPV POLICE PURSUIT VEHICLE DESIGN |
United States | 06/10/2015 | 86/658648 | 08/30/2016 | 5033368 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
PREMIER |
United States | 05/04/2005 | 78/623207 | 05/09/2006 | 3089958 | FEDERAL-MOGUL FRICTION PRODUCTS LIMITED | REGISTERED | MP | ||||||||
PRiME 3D |
United States | 09/28/2016 | 79208913 | 11/14/2017 | 5332247 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
PRINTOSEAL |
United States | 01/24/1972 | 72/413623 | 06/12/1973 | 0960897 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
PROFESSIONAL GRADE CHASSIS |
United States | 11/15/1999 | 75/848508 | 09/11/2001 | 2489600 | Federal-Mogul Chassis LLC | REGISTERED | MP | ||||||||
PROFILE |
United States | 10/21/2010 | 85/158100 | 12/04/2012 | 4254448 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
PROGARD |
United States | 11/11/2004 | 78/515314 | 01/10/2006 | 3041084 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
PROGARD |
United States | 01/31/2001 | 78/045814 | 10/30/2001 | 2502225 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
PRO-METRIC |
United States | 02/22/2018 | 87/807279 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
PRO-RAMIC |
United States | 09/17/1991 | 74/204486 | 07/28/1992 | 1703285 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
PROTEXX-SHIELD |
United States | 12/24/2011 | 85/503582 | 04/08/2014 | 4511220 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT |
QUICKSTEER |
United States | 03/08/2017 | 87/362788 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
QUICKSTEER |
United States | 09/19/2014 | 86/399926 | 05/31/2016 | 4967164 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
QUICKSTEER |
United States | 02/04/2015 | 86/524299 | 09/13/2016 | 5041998 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
QUICKSTOP |
United States | 02/15/2000 | 75/919070 | 10/23/2001 | 2500997 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
QUIETKLEAR |
United States | 12/04/2015 | 86/839485 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
QUIETSHIELD |
United States | 09/17/2004 | 78/485258 | 04/17/2007 | 3230693 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
QUIETSLEEVE |
United States | 08/01/1995 | 74/709712 | 07/09/1996 | 1985657 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
QUIETSLEEVE |
United States | 06/23/2016 | 87/082122 | 02/21/2017 | 5145502 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
RAINY DAY |
United States | 11/09/2005 | 78/750004 | 10/24/2006 | 3162317 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
RED SEAL DESIGN |
United States | 08/07/1995 | 74/712390 | 04/01/1997 | 2048683 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
REDI |
United States | 12/06/2011 | 85/488541 | 01/06/2015 | 4667903 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
REDI-FIT |
United States | 07/18/2017 | 87/532235 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
REDI-FIT LOGO |
United States | 07/18/2017 | 87/532439 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
REDI-SEAL |
United States | 10/13/1992 | 74/321488 | 06/29/1993 | 1778943 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
REFLECTSHIELD |
United States | 11/17/2004 | 78/518338 | 04/18/2006 | 3082028 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
REFLECTSLEEVE |
United States | 11/23/1998 | 75/593587 | 03/07/2000 | 2325842 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
REFLECTSNAP |
United States | 03/10/1999 | 75/657553 | 02/22/2000 | 2321648 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
REFLECTUBE |
United States | 05/28/1998 | 75/492348 | 11/14/2000 | 2404610 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
REFLECTWRAP |
United States | 07/05/1996 | 75/130220 | 08/11/1998 | 2181161 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
ROUNDIT |
United States | 11/22/1993 | 74/460981 | 10/31/1995 | 1932121 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
R-SERIES |
United States | 02/12/2014 | 86/192026 | 11/25/2014 | 4644031 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
SEAL DESIGN |
United States | 07/12/1934 | 71/353816 | 03/12/1935 | 0322520 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER |
United States | 05/02/2002 | 76/402989 | 10/14/2003 | 2773160 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER |
United States | 02/01/1932 | 71/323714 | 06/13/1933 | 0303861 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER |
United States | 04/17/1933 | 71/336885 | 09/05/1933 | 0306126 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER |
United States | 12/23/1976 | 73/110637 | 10/11/1977 | 1074888 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER |
United States | 05/02/2002 | 76/402994 | 10/21/2003 | 2774754 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SEALED POWER & POWER O DESIGN |
United States | 08/07/2015 | 86/717885 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
SEALED POWER & POWER O DESIGN |
United States | 08/08/2001 | 76/295803 | 11/12/2002 | 2648895 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SILVER SUPREME |
United States | 10/05/1998 | 75/564729 | 07/18/2000 | 2367669 | BECK ARNLEY HOLDINGS LLC | REGISTERED | MP | ||||||||
SLEEVE 'N' SEAL |
United States | 11/06/1978 | 73/192204 | 01/15/1980 | 1129263 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SLYK SLEEVE |
United States | 08/01/1995 | 74/709535 | 07/02/1996 | 1984201 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
SMARTAUTHENTICATION |
United States | 05/13/2015 | 86/627696 | 11/01/2016 | 5075281 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
SMARTCHOICE (CAR) DESIGN |
United States | 08/20/2013 | 86/042507 | 10/14/2014 | 4622290 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SNAP-UPS |
United States | 03/01/2004 | 78/376255 | 11/29/2005 | 3019814 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SPEED PRO |
United States | 11/02/2002 | 76/403149 | 03/30/2004 | 2826957 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SPEED PRO |
United States | 05/10/2002 | 76/405989 | 04/27/2004 | 2835887 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SPEED PRO |
United States | 05/21/1971 | 72/392809 | 04/03/1973 | 0956450 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
SPEED PRO & POWER O DESIGN |
United States | 08/06/2001 | 76/296056 | 10/22/2002 | 2639000 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
Sprayfit |
United States | 02/27/2013 | 79129987 | 02/27/2013 | 1159860 | FEDERAL-MOGUL BURSCHEID GMBH | REGISTERED | PT | ||||||||
STAINLESS STEEL ICON |
United States | 06/16/2015 | 86/663603 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
STOCKWORKS |
United States | 10/05/1998 | 75/564730 | 10/12/1999 | 2285468 | BECK ARNLEY HOLDINGS LLC | REGISTERED | MP | ||||||||
SUNBURST DESIGN |
United States | 09/30/1938 | 71/411142 | 02/21/1939 | 0365052 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
SUPER STRENGTH |
United States | 01/24/2003 | 78/207035 | 08/24/2004 | 2877129 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
SURE SIGNAL LOGO |
United States | 08/01/2018 | 88/061678 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
THE CLEAREST CHOICE |
United States | 06/14/2001 | 76/272221 | 09/17/2002 | 2620693 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
THE PROBLEM SOLVER |
United States | 12/24/2011 | 85/503583 | 06/03/2014 | 4543905 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
THE STOP BOX |
United States | 07/05/1973 | 72/462278 | 03/11/1975 | 1006563 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
THERE'S A CHAMPION IN HERE |
United States | 08/10/2016 | 87/133235 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
THERE'S A CHAMPION IN HERE DESIGN |
United States | 08/10/2016 | 87/133260 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
THERMFLEX |
United States | 08/01/1995 | 74/709536 | 12/31/1996 | 2026563 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THERM-L-GARD |
United States | 05/12/2006 | 78/882527 | 02/09/2010 | 3747863 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THERM-L-LITE |
United States | 05/15/1998 | 75/485699 | 08/29/2000 | 2380348 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THERMOCORD |
United States | 02/25/1981 | 73/298644 | 05/11/1982 | 1195191 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THERMOJACKET |
United States | 02/22/1983 | 73/414580 | 12/25/1984 | 1311077 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT |
THERMOQUIET |
United States | 06/14/2001 | 76/271659 | 05/14/2002 | 2569946 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
THERMOQUIET |
United States | 05/26/2016 | 87/051051 | 07/25/2017 | 5248770 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
THERMOTAPE |
United States | 02/22/1983 | 73/414579 | 12/18/1984 | 1310031 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THERMOTAPE |
United States | 02/25/1981 | 73/298643 | 05/11/1982 | 1195190 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
THINGLIDE |
United States | 04/30/2018 | 87/900754 | Federal-Mogul Valvetrain GmbH | FILED | PT | ||||||||||
TQ |
United States | 09/15/2003 | 78/300637 | 07/12/2005 | 2968582 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
TRANSFORM |
United States | 07/13/2012 | 85/676726 | 11/05/2013 | 4429679 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
TRUCKIN' SMART TRAINING |
United States | 08/22/2018 | 88/088741 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
TRUVIEW |
United States | 12/02/2002 | 78/190079 | 02/12/2008 | 3382667 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
TUFF COIL |
United States | 08/28/1992 | 74/308676 | 12/28/1993 | 1813615 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
TWISTTUBE |
United States | 03/26/1997 | 75/264072 | 11/17/1998 | 2203594 | FEDERAL-MOGUL POWERTRAIN LLC | REGISTERED | PT | ||||||||
UNIPISTON |
United States | 03/15/1990 | 74/038678 | 08/20/1991 | 1654276 | FEDERAL-MOGUL LLC | REGISTERED | PT | ||||||||
VEHICLE DESIGN |
United States | 05/06/2014 | 86/272996 | FEDERAL-MOGUL LLC | FILED | MP | ||||||||||
VEHICLE DESIGN |
United States | 07/08/2014 | 86/331499 | FEDERAL-MOGUL LLC | FILED | MP | ||||||||||
VISTA |
United States | 10/13/2011 | 85/446881 | 04/08/2014 | 4511162 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
WAGNER |
United States | 09/23/1997 | 75/361950 | 01/05/1999 | 2216139 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER |
United States | 11/22/2013 | 86/127120 | 04/21/2015 | 4724732 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER BRAKE RATE |
United States | 02/26/2016 | 86/921241 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
WAGNER LOCKHEED & V DEVICE |
United States | 09/15/1958 | 72/058967 | 06/21/1960 | 0699638 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER NEW LOGO |
United States | 02/02/2017 | 87/321793 | 09/26/2017 | 5294889 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER OE21 LOW COPPER |
United States | 05/01/2013 | 85/920236 | 01/27/2015 | 4679458 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER OE25 ZERO COPPER |
United States | 05/30/2017 | 87/467610 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
WAGNER QS DESIGN |
United States | 03/13/2015 | 86/563626 | Federal-Mogul Motorparts LLC | FILED | MP | ||||||||||
WAGNER SD DESIGN |
United States | 03/16/2015 | 86/564793 | 12/05/2017 | 5350944 | Federal-Mogul Motorparts LLC | REGISTERED | MP | ||||||||
WAGNER TRIANGLE A BRAKE PRODUCTS |
United States | 12/02/1997 | 75/398695 | 03/14/2000 | 2327682 | FEDERAL-MOGUL PRODUCTS, INC. | REGISTERED | MP | ||||||||
WHERE SEALING IS A SCIENCE (DESIGN) |
United States | 04/10/1978 | 73/165724 | 10/16/1979 | 1126073 | FEDERAL-MOGUL LLC | REGISTERED | MP | ||||||||
WINTER DEFENSE |
United States | 10/13/2011 | 85/446875 | 04/30/2013 | 4329008 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
WINTER EXTREME |
United States | 04/23/2014 | 86/260388 | 04/12/2016 | 4937328 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP | ||||||||
ZANXX |
United States | 10/10/1989 | 73/830077 | 05/01/1990 | 1594042 | FEDERAL-MOGUL IGNITION COMPANY | REGISTERED | MP |
SCHEDULE 3.07
DEPOSIT ACCOUNTS
Bank Name |
Account Number
*Denotes that the account will
|
Grantor |
Currency |
Description |
Excluded Deposit Account? (Y/N) |
|||||
JPMorgan Chase |
1076017 | Tenneco Inc. | USD | Concentration | N | |||||
JPMorgan Chase |
TBD | Tenneco Inc. | USD | Concentration | N | |||||
JPMorgan Chase |
1076009 | Tenneco Automotive Operating Company Inc. | USD | Concentration | N | |||||
JPMorgan Chase |
632618054 | Tenneco Automotive Operating Company Inc. | USD | Accounts Payable | N | |||||
JPMorgan Chase |
496553871 | Tenneco Automotive Operating Company Inc. | USD | Prime Revenue AP | N | |||||
JPMorgan Chase |
2911909395 | Tenneco Automotive Operating Company Inc. | USD | Accounts Payable | N | |||||
JPMorgan Chase |
291910229 | Tenneco Automotive Operating Company Inc. | USD | Prime Revenue AP | N | |||||
JPMorgan Chase |
2911907357 | Tenneco Automotive Operating Company Inc. | USD | Concentration | N | |||||
Scotiabank |
476960172014 | Tenneco Automotive Operating Company Inc. | USD | Concentration | N | |||||
Scotiabank |
TBD | Tenneco Automotive Operating Company Inc. | USD | Concentration | N | |||||
Scotiabank |
476960055719 | Tenneco Automotive Operating Company Inc. | USD | Lockbox | N | |||||
Scotiabank |
476960055816 | Tenneco Automotive Operating Company Inc. | USD | Lockbox | N | |||||
Scotiabank |
476960055913 | Tenneco Automotive Operating Company Inc. | USD | Lockbox | N | |||||
Scotiabank |
476960056014 | Tenneco Automotive Operating Company Inc. | USD | Lockbox | N |
Bank Name |
Account Number
*Denotes that the account will
|
Grantor |
Currency |
Description |
Excluded Deposit Account? (Y/N) |
|||||
Bank of America | 4427319862 | Tenneco Automotive Operating Company Inc. | USD | Rebate Program | N | |||||
PNC Bank | 1028897002* | Tenneco Automotive Operating Company Inc. | USD | Concentration | N | |||||
PNC Bank | 1028896974* | Tenneco Automotive Operating Company Inc. | USD | Collections | N | |||||
PNC Bank | 1028896982* | Tenneco Automotive Operating Company Inc. | USD | Collections | N | |||||
PNC Bank | 1028896931* | Tenneco Automotive Operating Company Inc. | USD | Collections | N | |||||
PNC Bank | 1028896958* | Tenneco Automotive Operating Company Inc. | USD | Collections | N | |||||
PNC Bank | 1028896966* | Tenneco Automotive Operating Company Inc. | USD | Collections | N | |||||
Citibank | 31028225 | Federal-Mogul Filtration LLC | USD | Receipts / Collections | N | |||||
Citibank | 30956601 | Federal-Mogul LLC | USD | Bank Fees | N | |||||
Fifth Third Bank | 7914640821 | Federal-Mogul Motorparts LLC | USD | Motorparts Disbursement Account | N | |||||
Fifth Third Bank | 7914640359 | Federal-Mogul Motorparts LLC | USD | Motorparts Concentration Receipt / Disbursement Account | N | |||||
Fifth Third Bank | 7914640458 | Federal-Mogul Motorparts LLC | USD | Motorparts Receipts / Collections | N | |||||
Fifth Third Bank | 7914339580 | Federal-Mogul Motorparts LLC | USD | Export (Sunrise) Customer Receipts / Collections | N | |||||
Fifth Third Bank | 7914640268 | Federal-Mogul Motorparts LLC | USD | Supply Chain Financing Account | N |
Bank Name |
Account Number
*Denotes that the account will
|
Grantor |
Currency |
Description |
Excluded Deposit Account? (Y/N) |
|||||
Fifth Third Bank | 7914640953 | Federal-Mogul Motorparts LLC | USD | Motorparts Concur Disbursement Account | N | |||||
Fifth Third Bank | 7915874411 | Federal-Mogul Motorparts LLC | USD | Motorparts Collection Account | N | |||||
Fifth Third Bank | 7914640300 | Federal-Mogul Motorparts LLC | USD | Motorparts Collection Account NAPD | N | |||||
Fifth Third Bank | 7914640722 | Beck Arnley Holdings LLC | USD | Motorparts Collection / Disbursement Account | N | |||||
Fifth Third Bank | 7481298664 | Federal-Mogul Powertrain LLC | USD | Powertrain Disbursement Account | N | |||||
Fifth Third Bank | 7481298631 | Federal-Mogul Powertrain LLC | USD | Powertrain Disbursement Account | N | |||||
Fifth Third Bank | 7913715160 | Federal-Mogul Powertrain LLC | USD | Powertrain Concentration Receipt / Disbursement Account | N | |||||
Fifth Third Bank | 7914339648 | Federal-Mogul Powertrain LLC | USD | OEM Collection Account | N | |||||
Fifth Third Bank | 7481874381 | Federal-Mogul Valve Train International LLC | USD | Powertrain Disbursement Account | N | |||||
Fifth Third Bank | 7481874324 | Federal-Mogul Valve Train International LLC | USD | Powertrain Disbursement Account | N | |||||
Fifth Third Bank | 7914339523 | Federal-Mogul Powertrain LLC | USD | Non Trade Depository Collection Account | N |
Bank Name |
Account Number
*Denotes that the account will
|
Grantor |
Currency |
Description |
Excluded Deposit Account? (Y/N) |
|||||
Fifth Third Bank | 7914339705 | Federal-Mogul Powertrain LLC | USD | Retiree Payments | Y | |||||
Fifth Third Bank | 7481048093 | Federal-Mogul Powertrain LLC | USD | Payroll | Y | |||||
Fifth Third Bank | 7913715343 | Federal-Mogul Powertrain LLC | USD | US Asbestos Trust Reimbursement Account | N | |||||
Fifth Third Bank | 7914640482 | Federal-Mogul Powertrain LLC | USD | Powertrain Concur Disbursement Account | N | |||||
Fifth Third Bank | 7481890957 | Federal-Mogul Motorparts LLC | USD | Motorparts Non- SAP Disbursement Account | N | |||||
Wells Fargo Bank | 7774011097 | Federal-Mogul LLC | EUR | EUR FX Account | N | |||||
Wells Fargo Bank | 7770010457 | Federal-Mogul LLC | GBP | GBP FX Account | N | |||||
Wells Fargo Bank | 7775037455 | Federal-Mogul LLC | JPY | JPY FX Account | N | |||||
Wells Fargo Bank | 4123512428 | Federal-Mogul LLC | USD | USD Fee Account | N |
SCHEDULE 3.09
COMMERCIAL TORT CLAIMS
None.
SCHEDULE 4.01
CERTAIN CERTIFICATED SECURITIES
As set forth below, the provisions of Section 4.01 shall not apply to the Capital Stock of the following Foreign Subsidiaries:
Grantor |
Issuer |
Permitted Deviation from Section 4.1 |
||
Federal-Mogul Products Company, LLC (f/k/a Federal-Mogul Products, Inc.) | Productos de Frenos Automotrices de Calidad S.A. de C.V. | The Issuer, acquired through an acquisition, is dormant, but the Grantor has never had sufficient paperwork to liquidate the Issuer. The Grantor shall not be required to deliver certificates for this Issuer so long as such Issuer remains dormant. | ||
Federal-Mogul Valve Train International LLC | Forjan Macquinas S. de R.L. C.V. (Mexico) | The Grantor owns 0.01% of the Issuer. So long as the Grantor owns less than 5% of the equity of the Issuer, the Grantor shall not be required to deliver certificates for the Issuer. |
Exhibit A to
Collateral Agreement
ASSUMPTION AGREEMENT, dated as of , 20 , made by (the Additional Grantor ), in favor of Wilmington Trust, National Association, not individually but solely as Collateral Trustee (the Collateral Trustee ) under the Collateral Agreement, dated as of October 1, 2018 (as amended, supplemented or otherwise modified from time to time, the Collateral Agreement ), among Tenneco Inc., a Delaware corporation (the Company ), the Subsidiaries of Company parties thereto and the Collateral Trustee.
W I T N E S S E T H :
WHEREAS, Company and certain of its Subsidiaries (other than the Additional Grantor) have entered into the Collateral Agreement in favor of the Collateral Trustee for the benefit of the Credit Facility Secured Parties;
WHEREAS, the Additional Grantor desires to become a party to the Collateral Agreement as a Grantor thereunder; and
WHEREAS, terms defined in the Collateral Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;
NOW, THEREFORE, IT IS AGREED:
1. Collateral Agreement . By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.11 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 3 of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law . THIS ASSUMPTION AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
[ADDITIONAL GRANTOR] | ||
By: |
|
|
Name: | ||
Title: |
Annex 1-A to
Assumption Agreement
Supplement to Schedule 1.01A
Supplement to Schedule 1.01B
Supplement to Schedule 1.01C
Supplement to Schedule 3.02
Supplement to Schedule 3.06
Supplement to Schedule 3.07
Supplement to Schedule 3.09
Supplement to Schedule 4.01
Exhibit B to
Collateral Agreement
DEPOSIT ACCOUNT CONTROL AGREEMENT
DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of , 20 among (the Lien Grantor ), ***NAME OF LIEN GRANTEE***, as Collateral Trustee (the Secured Party ), and (the Bank ). All references herein to the UCC refer to the Uniform Commercial Code as in effect from time to time in [the State of New York]. Terms defined in the UCC have the same meanings when used herein.
W I T N E S S E T H:
WHEREAS, the Lien Grantor is the Banks customer (as defined in Section 4104(1)(e) of the UCC) with respect to the Account (as defined below);
WHEREAS, pursuant to a Collateral Agreement, dated as of October 1, 2018 (as such agreement may be amended and/or supplemented from time to time, the Security Agreement ), the Lien Grantor has granted to the Secured Party a continuing security interest (the Transaction Lien ) in all right, title and interest of the Lien Grantor in, to and under the Account; and
WHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Account and any and all funds or deposits from time to time held therein or credited thereto, whether now owned or existing or hereafter acquired or arising;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Establishment of Account . The Bank confirms that:
(i) the Bank has established account number [identify account number] in the name of [name of Lien Grantor] (such account and any successor account, the Account );
(ii) the Account is a deposit account as defined in Section 9-102(a)(29) of the UCC; and
(iii) the Bank is a bank (as defined in section 9-102 of the UCC) and is acting in such capacity in respect of the Account.
Section 2. Instructions. The Lien Grantor, the Secured Party and the Bank agree that the Bank will comply with (i) any instruction originated by the Secured Party directing disposition of funds in the Account and (ii) any other instruction from the Secured Party in respect of the Account, in each case without further consent by the Lien Grantor or any other person.
Section 3. Waiver of Lien; Waiver of Set-off. The Bank waives any security interest, lien or right to make deductions or setoffs that it may now have or hereafter acquire in or with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto. No amounts credited to the Account will be subject to deduction, set-off, bankers lien, or any other right in favor of any person other than the Secured Party [(except that the Bank may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Account and (ii) the face amount of any checks that have been credited to the Account but are subsequently returned unpaid because of uncollected or insufficient funds)].
Section 4. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of [the State of New York]. [The State of New York] shall be deemed to be the banks jurisdiction (as defined in Section 9-304 of the UCC) with respect to the Account.
Section 5. Conflict with Other Agreements. There is no agreement (except this Agreement) between the Bank and the Lien Grantor with respect to the Account [except for [identify any existing other agreements] (the Existing Other Agreements )]. In the event of any conflict between this Agreement (or any portion hereof) and any other agreement [(including any Existing Other Agreement)] between the Bank and the Lien Grantor with respect to the Account or any or all funds or deposits from time to time held therein or credited thereto, whether now existing or hereafter entered into, the terms of this Agreement shall prevail. [If any Existing Other Agreement does not specify that it is governed by the laws of [the jurisdiction specified in Section 4], such Existing Other Agreement is hereby amended to specify that it is governed by the laws of [the jurisdiction specified in Section 4].
Section 6. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.
Section 7. Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Lien Grantor, the Bank does not know of any claim to, or interest in, the Account or any or all funds or deposits held therein or credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Account or any or all funds or deposits held therein or credited thereto, the Bank will promptly notify the Secured Party and the Lien Grantor thereof.
Section 8. Maintenance of Account. In addition to, and not in lieu of, the obligation of the Bank to honor instructions originated by the Secured Party as agreed in Section 2 hereof, the Bank agrees to maintain the Account as follows:
(i) Lien Grantor Entitlement Orders; Notice of Exclusive Control. So long as the Bank has not received a Notice of Exclusive Control (as defined below), the Bank may comply with instructions originated by the Lien Grantor or any duly authorized agent of the Lien Grantor in respect of the Account and any or all funds or deposits held therein or credited thereto. After the Bank receives a written notice from the Secured Party that it is exercising exclusive control over the Account (a Notice of Exclusive Control ), the Bank will cease complying with instructions originated by the Lien Grantor or any of its agents.
(ii) Statements. The Bank will promptly send copies of all statements and other correspondence concerning the Account simultaneously to each of the Lien Grantor and the Secured Party at their respective addresses specified in Section 11 hereof.
(iii) Tax Reporting. All items of income, gain, expense and loss recognized in the Account or in respect of any funds or deposits held therein or credited thereto shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Lien Grantor.
Section 9. Representations, Warranties and Covenants of the Bank. The Bank makes the following representations, warranties and covenants:
(i) The Account has been established as set forth in Section 1 above and will be maintained in the manner set forth herein until this Agreement is terminated. The Bank will not change the name or account number of the Account without the prior written consent of the Secured Party.
(ii) Neither the Account nor any funds or deposits at any time held therein or credited thereto is or will be evidenced by any instrument (as defined in Section 9-102 of the UCC) or constitutes or will constitute investment property (as defined in Section 9-102 of the UCC)
(iii) This Agreement is a valid and binding agreement of the Bank enforceable in accordance with its terms.
(iv) The Bank has not entered into, and until the termination of this Agreement will not enter into, any agreement with any person (other than the Secured Party) relating to the Account and/or any funds or deposits held therein or credited thereto pursuant to which it has agreed, or will agree, to comply with instructions of such person. The Bank has not entered into any other agreement with the Lien Grantor or the Secured Party purporting to limit or condition the obligation of the Bank to comply with instructions originated by the Secured Party as agreed in Section 2 hereof.
Section 10. Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 11. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:
Lien Grantor:
Secured Party:
Bank:
Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties in the manner specified above.
Section 12. Termination. The rights and powers granted herein to the Secured Party (i) have been granted in order to perfect the Transaction Lien, (ii) are powers coupled with an interest and (iii) will not be affected by any bankruptcy of the Lien Grantor or any lapse of time. The obligations of the Bank hereunder shall continue in effect until the Secured Party has notified the Bank in writing that the Transaction Lien has been terminated pursuant to the terms of the Security Agreement.
[NAME OF LIEN GRANTOR] | ||
By: |
|
|
Name: | ||
Title: | ||
***NAME OF LIEN GRANTEE***, | ||
as Collateral Trustee | ||
By: |
|
|
Name: | ||
Title: | ||
[NAME OF BANK] | ||
By: |
|
|
Name: | ||
Title: |
Exhibit A
[Letterhead of Secured Party]
[Date]
[Name and Address of Bank]
Attention:
Re: Notice of Exclusive Control
Ladies and Gentlemen:
As referenced in the Deposit Account Control Agreement dated as of , among [name of Lien Grantor], us and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over deposit account number (the Account ) and all funds and deposits from time to time held therein or credited thereto. You are instructed not to accept any directions or instructions with respect to the Account or the funds or deposits held therein or credited thereto from any person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.
You are instructed to deliver a copy of this notice by facsimile transmission to [name of Lien Grantor].
Very truly yours, | ||
***NAME OF LIEN GRANTEE***, | ||
as Collateral Trustee | ||
By: |
|
|
Name: | ||
Title: |
cc: [name of Lien Grantor]
Exhibit C to
Collateral Agreement
PERFECTION CERTIFICATE
, 2018
With reference to the (x) Collateral Agreement dated as of the date hereof among TENNECO INC. ( Company ), Wilmington Trust, National Association, as collateral trustee under the Collateral Trustee Agreement (in such capacity, the Collateral Trustee ) and the Subsidiaries of Company (together with Company, collectively the Grantors and, individually a Grantor ) (the Collateral Agreement ), and (y) the Collateral Trust Agreement (as defined in the Collateral Agreement) (capitalized terms used but not defined herein shall have the meaning assigned to such term in the Collateral Agreement), the Company, on behalf of each Grantor, hereby certifies as follows:
Section 1. Legal Names, Organizations and Jurisdictions of Organization . (a) Set forth on Schedule 1(a) is the exact legal name, the type of organization and the jurisdiction of organization or formation, as applicable, of each Grantor.
(b) Except as set forth on Schedule 1(b) , no Grantor has, within the past five years, changed its legal name, jurisdiction of organization or its corporate structure in any way ( e.g., by merger or consolidation with any other Person or acquired all or substantially all of the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) another Person (other than any other Grantor)).
(c) Set forth on Schedule 1(c) is each trade name or assumed name used by any Grantor during the past five years or by which any Grantor has been known or has transacted any business during the past five years.
Section 2. Organizational and Federal Taxpayer Identification Numbers . Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including street address, city, county and state) of the chief executive office of such Grantor or the registered office of such Grantor, if applicable, at any time in the past five years and (iv) the U.S. federal taxpayer identification number of each Grantor.
Section 3. Acquisitions of Capital Stock or Assets . Except as set forth on Schedule 3 , no Grantor has acquired any Capital Stock of another entity or substantially all the assets of another entity within the past five years.
Section 4. UCC Filings; Authorization to File Financing Statements . (a) Financing statements have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located. Set forth on Schedule 4 is a true and correct list of each such filing and the Uniform Commercial Code filing office in which such filing is to be made.
(b) Each Grantor, to the extent permitted by applicable law, hereby agrees to file and hereby authorizes the Collateral Trustee to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as the Collateral Trustee may determine, in its reasonable discretion, are necessary or advisable to perfect the security interest granted or to be granted to the Collateral Trustee for the benefit of the Credit Facility Secured Parties. Such financing statements may describe the collateral in the same manner as described in the agreement granting a security interest or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted or to be granted to the Collateral Trustee for the benefit of the Credit Facility Secured Parties, including, without limitation, describing such property as all assets or all personal property.
Section 5. Real Property . (a) Set forth on Schedule 5(a) is a true and correct list of (i) all real property owned, leased or otherwise held by each Grantor as of the Closing Date (including fixtures) having a value, in the reasonable opinion of Company, of $[5,000,000] or greater to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned by each Grantor as of the Closing Date, (iii) the common names, addresses and uses of each Mortgaged Property (stating improvements located thereon), (iv) the county or other jurisdiction in which a Mortgage and, if applicable, a fixture filing on each Mortgage is to be recorded and/or filed and (v) any other information relating thereto required by Schedule 5(a) .
(b) Except as described in Schedule 5(b) , (i) no Grantor has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property listed in Schedule 5(a) and (ii) no Grantor has any leases which require the approval, consent, exemption, authorization, or other action by, or notice to, or filing with any federal, state, local, supranational or foreign court or governmental agency, authority, instrumentality or regulatory body, or any other Person for the transactions contemplated by the Credit Agreement.
Section 6. Tangible Personal Property . Set forth on Schedule 6 are all the locations where any Grantor currently maintains or has maintained within the past five years any of its tangible personal property (including goods, inventory and equipment), including property in the possession of a third party ( e.g. , warehouseman or other bailee) to the extent not provided pursuant to Section 5 above.
Section 7. Investment-Related Property . Set forth on Schedule 7 is a true and correct list, for each Grantor, of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other Capital Stock of Company or any Subsidiary or (to the extent such Capital Stock is certificated) of any other Person owned, beneficially or of record, by such Grantor, specifying the issuer and certificate number (if any) of, and the number and percentage of ownership represented by, such Capital Stock and setting forth the percentage of such Capital Stock pledged under the Security Documents.
Section 8. Debt Instruments . Set forth on Schedule 8 is a true and correct list, for each Grantor, of all promissory notes and other instruments held by such Grantor that are required to be pledged under the Security Documents, including all intercompany notes between or among Company and the Subsidiaries, and to the extent applicable, specifying the creditor and debtor thereunder and the outstanding principal amount thereof.
Section 9. Intellectual Property . (a) Set forth on Schedule 9(a) is a true and correct list, for each Grantor, of all Patents and Patent applications owned by such Grantor (except, for the avoidance of doubt, as otherwise indicated on Schedule 9(a) ), including the name of the owner, title, registration or application number of any registrations or applications.
(b) Set forth on Schedule 9(b) is a true and correct list, for each Grantor, of all Trademark and service mark registrations and applications owned by such Grantor (other than intent-to-use Trademark and service mark applications), including the name of the registered owner and the registration or application number of any registrations and applications.
(c) Set forth on Schedule 9(c) is a true and correct list, for each Grantor, of all Copyright registrations and applications owned by such Grantor, including the name of the registered owner, title and the registration number of any Copyright registrations.
(d) Set forth on Schedule 9(d) is a true and correct list, for each Grantor, of all exclusive Copyright Licenses under which such Grantor is a licensee, including the name and address of the licensor under such exclusive Copyright License and the name of the registered owner, title and the registration or serial number of any copyright registration to which such exclusive Copyright License relates.
Section 10. Commercial Tort Claims . Set forth on Schedule 10 is a true and correct list of Commercial Tort Claims held by any Grantor, including a brief description thereof.
Section 11. Letter of Credit Rights . Set forth on Schedule 11 is a true and correct list of all letters of credit issued in favor of any Grantor, as beneficiary thereunder.
Section 12. Securities Accounts . Set forth on Schedule 12 is a true and correct list of all securities accounts in which any Grantor maintains securities or other similar assets.
Section 13. Deposit Accounts . Set forth below on Schedule 13 is a true and correct list of all deposit accounts of each Grantor.
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IN WITNESS WHEREOF, the Company has caused this Perfection Certificate to be executed as of the date first written above by its officer thereunto duly authorized.
TENNECO INC. | ||
By: |
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Name: | ||
Title: |
S-1
SCHEDULE 1(a)
Legal Names, Organizations and Jurisdictions of Organization
Grantors Legal Name |
Type of Organization |
Jurisdiction of Organization/Formation |
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1. | ||||
2. | ||||
3. |
S-2
SCHEDULE 1(b)
Changes to Legal Name, Jurisdiction or Organization
Grantor |
Corporate Name of Predecessor Entity |
Description of Change (and date) |
Jurisdiction of Organization/ Formation |
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1. | ||||||
2. | ||||||
3. |
S-3
SCHEDULE 1(c)
Trade Names
Grantor |
Trade Name |
S-4
SCHEDULE 2
Organizational and Federal Taxpayer Identification Numbers
Grantor |
Jurisdiction of Organization (and form) |
Organizational Identification Number |
Address of Chief Executive Office |
Federal Taxpayer Identification Number |
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1. | ||||||||
2. | ||||||||
3. | ||||||||
4. |
S-5
SCHEDULE 3
Acquisitions of Capital Stock or Assets
Acquired Business |
Acquiring Grantor |
Acquisition Date |
Operations & Locations(s) |
S-6
SCHEDULE 4
UCC Filings
Grantor |
UCC Filing Office / County Recorders Office |
|
1. | ||
2. | ||
3. |
S-7
SCHEDULE 5(a)
Real Property
I. Owned Real Property
Entity of Record |
Common Name
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
To be
|
Option
to
|
|||||||
II. Real Property Leased or Otherwise Held by a Grantor
Owner/Landlord of
|
Lessee/Grantor |
Common Name
|
To Be
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
|||||||
S-8
Operating Leases/Agreements
Owner/Landlord of Record |
Lessee/Grantor |
Common Name
|
To Be
|
County or Other
|
Purpose/Use |
Improvements
|
Approximate
|
|||||||
(1) |
Square footage estimates represent amounts provided for property and casualty insurance coverage purposes and do not represent net usable area. Furthermore, Grantors make no representations or warranties whatsoever as to the actual square footage of any improvements. |
S-9
SCHEDULE 5(b)
I. Landlords / Grantors Consent Required
II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Grantor holds Landlords / Grantors Interest
S-10
SCHEDULE 6
Tangible Personal Property
(to the extent not listed in Schedule 5(a) above)
S-11
SCHEDULE 7
Stock Ownership and Other Capital Stock
Grantor |
Issuer and Type of Organization |
Certificate Number (if certificated) |
Number of Capital Stock |
Percentage of
|
Percentage Pledged |
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S-12
SCHEDULE 9
Intellectual Property
Schedule 9(a): Patents
Schedule 9(b): Trademarks
Schedule 9(c): Copyrights
Schedule 9(d): Copyright Licenses
S-14
SCHEDULE 10
Commercial Tort Claims
Grantor |
Amount of Commercial Tort Claim |
Description |
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S-15
SCHEDULE 11
Letter of Credit Rights
S-16
SCHEDULE 12
Securities Accounts
S-17
SCHEDULE 13
Deposit Accounts
Grantor |
Depository Institution & Address |
Account Number |
Type of Account |
Account Name |
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S-18
Exhibit D-1 to
Collateral Agreement
LIST OF MATERIAL GOVERNMENT CONTRACTS
Contract Number |
Name of Government Entity Purchaser |
Type of Products Sold |
Agreement Start Date/End Date |
Commitment to Purchase (Y/N) |
S-19
Exhibit D-2 to
Collateral Agreement
ASSIGNMENT OF GOVERNMENT CONTRACTS
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto Wilmington Trust, National Association, as Collateral Trustee, all monies due or to become due under the contracts identified in Exhibit D-1 hereto, on this [ ] day of [ ], 20[ ].
[GRANTOR] | ||
By: |
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Name: | ||
Title: |
S-20
Exhibit D-3 to
Collateral Agreement
NOTICE OF ASSIGNMENT OF GOVERNMENT CONTRACTS
TO: [Name of Government Entity]
This has reference to Contract No. dated , entered into between [GRANTOR], [GRANTORS ADDRESS] (the Contractor ), and [governmental agency, name of office, and address], for [describe nature of the contract].
Moneys due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. Section 3727 and 41 U.S.C. 6305.
A true copy of the instrument of assignment executed by the Contractor on is attached to the original notice.
Payments due or to become due under this contract should be made to the undersigned assignee.
Please return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt on behalf of the addressee.
Very truly yours, | ||
Wilmington Trust, National Association, as Collateral Trustee |
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By: |
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Name: | ||
Title: |
ACKNOWLEDGMENT
Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at (a.m.) (p.m.) on , .
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[signature and title] |
On Behalf of |
|
[name of addressee of this notice] |