Exhibit 4.02
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this “Supplemental Indenture”) is made and entered into as of this 4th day of April, 2018, among Federal-Mogul LLC, a Delaware limited liability company (the “Company”) and Federal-Mogul Financing Corporation, a Delaware corporation (together with the Company, the “Issuers”), the guarantors party hereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Bank of America, N.A. and Citibank, N.A., asco-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 theCo-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 andCo-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 theCo-Collateral Trustees simultaneously with the execution and delivery of this Supplemental Indenture an Officer’s 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 theCo-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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