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 onSchedule I hereto (the “Additional Guarantors”), the existing guarantors set forth onSchedule 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 Company’s 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. asco-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
