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FIRST SUPPLEMENTAL INDENTURE
to
INDENTURE
dated as of January 20, 1999
among
FEDERAL-MOGUL CORPORATION
as Issuer,
THE GUARANTORS PARTY HERETO FROM TIME TO TIME
as Guarantors
and
THE BANK OF NEW YORK
as Trustee
Dated as of December 29, 2000
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 2000 among
Federal-Mogul Corporation, a Michigan corporation, as issuer (the "Company"),
the companies listed on the signature pages of the Indenture (as hereinafter
defined) that are subsidiaries of the Company (the "Existing Guarantors"), AE
Goetze FB Inc., Brake Acquisition Inc., Federal-Mogul Aftermarket of Canada
Inc., Federal-Mogul Camshafts, Inc., Federal-Mogul Carolina, Inc., Federal-Mogul
Engineered Bearings, Inc., Federal-Mogul Flowery Branch, L.L.C., Federal-Mogul
LaGrange, Inc., Federal-Mogul Piston Rings, Inc., Federal-Mogul Powertrain Inc.,
Federal-Mogul RPB, Inc., Federal-Mogul Sealing Systems, Inc., Federal-Mogul
Sintered Products - Waupun, Inc., Federal-Mogul Sintered Products, Inc.,
Federal-Mogul South Bend, Inc., Federal-Mogul Systems Protection Group, Inc.,
Federal-Mogul Technology, Inc., Ferodo America, Inc., Ferodo Technical Center
Inc., McCord Sealing, Inc., T&N Industries Inc. and Weyburn Acquisition
Corporation, each a direct or indirect wholly-owned subsidiary of the Company
(the "New Guarantors"), and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").
RECITALS
An Indenture (as such may be amended, supplemented or modified from
time to time, the "Indenture") dated as of January 20, 1999, has been duly
executed and delivered by the Company and the companies listed on the signature
pages thereto that are subsidiaries of the Company (the "Original Guarantors"),
providing for the issuance from time to time of the Company's unsecured
debentures, notes or other evidences of indebtedness ("Securities") to be issued
in one or more series.
The Company has issued two separate series of Securities designated as
the Company's 7-3/8% Notes due 2006 (the "7-3/8% Notes") and 7-1/2% Notes due
2009 (the "7-1/2% Notes," and, together with the 7-3/8% Notes, the "Notes"),
respectively, in the aggregate principal amount of $400,000,000 in the case of
the 7-3/8% Notes, and $600,000,000 in the case of the 7-1/2% Notes, each series
guaranteed by each of the Original Guarantors, on the terms set forth in the
Indenture.
The New Guarantors desire to guarantee each of the aforementioned
series of Securities and each additional series hereafter issued pursuant to the
Indenture, such guarantee to be on the terms set forth herein.
Section 9.1 of the Indenture provides that the Company, the Guarantors
and the Trustee may at any time and from time to time enter into one or more
indentures supplemental to the Indenture to subject each such subsidiary of the
Company that becomes a guarantor under the Credit Agreements (or any other
credit agreement renewing, refunding, replacing, restating, refinancing or
extending the Credit Agreements), to the provisions of the Indenture as a
Guarantor as permitted by Section 10.6 of the Indenture.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, the Guarantors and the Trustee, in accordance with its
terms, have been done.
2
For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of the Securities:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions. For all purposes of this First
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Supplemental Indenture, capitalized terms used herein without definition shall
have the meanings specified in the Indenture.
Section 1.2. Headings. The Article and Section headings herein are
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for convenience only and shall not affect the construction hereof.
Section 1.3. Successors and Assigns. This First Supplemental
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Indenture shall be binding upon the Company and the Guarantors and their
respective successors and assigns and shall inure to the benefit 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
the Indenture and this First Supplemental Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the conditions of the Indenture. This First Supplemental Indenture
shall be binding upon the Trustee and its successors and assigns.
Section 1.4. Ratification of Indenture; Supplemental Indentures
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Part of Indenture. Except as expressly amended hereby, the Indenture is in all
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respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This First Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.
Section 1.5. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND
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THE GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 1.6. Counterparts. This First Supplemental Indenture may
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be executed in any number of counterparts and by telecopier, each of which shall
be an original, but such counterparts shall together constitute but one and the
same instrument.
ARTICLE 2
SCOPE AND TERMS OF THIS FIRST SUPPLEMENTAL INDENTURE
Section 2.1. Scope. The changes, modifications and supplements to
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the Indenture effected by this First Supplemental Indenture shall be applicable
with respect to, and govern the terms of, the Securities heretofore and
hereafter issued pursuant to the Indenture.
3
Section 2.2. Additional Guarantors. Subject to the provisions of
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Article 10 of the Indenture (including provisions for the release of a
Guarantor), the New Guarantors shall be subject to the provisions of the
Indenture as Guarantors of the Securities.
4
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
FEDERAL-MOGUL CORPORATION
by:__________________________________
Name:
Title:
FEDERAL-MOGUL DUTCH HOLDINGS INC.,
as Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL GLOBAL INC., as Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL U.K. HOLDINGS INC.,
as Guarantor
by:__________________________________
Name:
Title:
CARTER AUTOMOTIVE COMPANY, INC.,
as Guarantor
by:__________________________________
Name:
Title:
5
FEDERAL MOGUL VENTURE CORPORATION,
as Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL WORLD WIDE, INC.,
as Guarantor
by:__________________________________
Name:
Title:
FEDERAL-MOGUL GLOBAL PROPERTIES, INC.,
as Guarantor
by:__________________________________
Name:
Title:
FELT PRODUCTS MFG. CO., as Guarantor
by:__________________________________
Name:
Title:
F-M UK HOLDING LIMITED,
as Guarantor
by:__________________________________
Name:
Title:
by:__________________________________
Name:
Title:
6
FEDERAL-MOGUL IGNITION COMPANY (formerly
Champion Spark Plug Company), as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL PRODUCTS, INC. (formerly Moog
Automotive Products, Inc.), as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL AVIATION, INC. (formerly
Champion Aviation, Inc.), as Guarantor
by:___________________________________
Name:
Title:
AE GOETZE FB INC., as Guarantor
by:___________________________________
Name:
Title:
7
BRAKE ACQUISITION INC., as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL AFTERMARKET OF CANADA INC.,
as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL CAMSHAFTS, INC., as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL CAROLINA, INC., as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL ENGINEERED BEARINGS, INC., as
Guarantor
by:___________________________________
Name:
Title:
8
FEDERAL-MOGUL FLOWERY BRANCH, L.L.C., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL LAGRANGE, INC., as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL PISTON RINGS, INC., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL POWERTRAIN, INC., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL RPB, INC., as Guarantor
by:___________________________________
Name:
Title:
9
FEDERAL-MOGUL SEALING SYSTEMS, INC., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL SINTERED PRODUCTS-WAUPUN,
INC., as Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL SINTERED PRODUCTS, INC., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL SOUTH BEND, INC., as
Guarantor
by:___________________________________
Name:
Title:
FEDERAL-MOGUL SYSTEMS PROTECTION GROUP,
INC., as Guarantor
by:___________________________________
Name:
Title:
10
FEDERAL-MOGUL TECHNOLOGY, INC., as
Guarantor
by:___________________________________
Name:
Title:
FERODO AMERICA, INC., as Guarantor
by:___________________________________
Name:
Title:
FERODO TECHNICAL CENTER INC., as Guarantor
by:___________________________________
Name:
Title:
MCCORD SEALING, INC., as Guarantor
by:____________________________________
Name:
Title:
T&N INDUSTRIES INC., as Guarantor
by:___________________________________
Name:
Title:
11
WEYBURN ACQUISITION CORPORATION, as
Guarantor
by:___________________________________
Name:
Title:
12
THE BANK OF NEW YORK, as Trustee
by:___________________________________
Name:
Title:
13