Exhibit 4.15
THIRD SUPPLEMENTAL INDENTURE
To
INDENTURE
Dated as of June 29, 1998
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 October 9, 1998
THIRD SUPPLEMENTAL INDENTURE, dated as of October 9, 1998 among
Federal-Mogul Corporation, a Michigan corporation, as issuer (the "Company"),
the companies listed on the signature pages of the Indenture (as hereinafter
defined), as supplemented, that are subsidiaries of the Company (the "Original
Guarantors"), Champion Spark Plug Company, Cooper Automotive Products, Inc.,
Cooper Automotive Company, Cooper A&S Company, Moog Automotive Products, Inc.,
Moog Automotive Batesville, Inc., Moog Redevelopment Corporation, Moog
Automotive Company, Champion Aviation, Inc. and Champion InterAmericana, Ltd.,
each a wholly-owned subsidiary of the Company (the "Additional Guarantors" and
together with the Original Guarantors, the "Guarantor") and the Bank of New
York, a New York banking corporation, as trustee (the "Trustee").
RECITALS
The Company and The Original Guarantors have duly executed and
delivered an Indenture (as such may be amended, supplemented or modified from
time to time, the "Indenture") dated as of June 29, 1998, providing for issuance
from time to time of its unsecured debentures, notes or other evidences of
indebtedness ("Securities") to be issued in one or more series.
The Company and the Original Guarantors have duly executed and delivered a First
Supplemental Indenture dated as of June 30, 1998 (the "First Supplemental
Indenture"), providing for the issuance of three separate series of Securities
designated as the Company's 7 1/2% Notes due July 1, 2004 (the "7 1/2%
Notes"), 7 3/4% Notes due by July 1, 2006 (the "7 3/4% Notes") and 7 7/8%
Notes due July 1, 2010 (the "7 7/8% Notes", together with the 7 1/2% Notes and
the 7 1/4% Notes, the "Notes"), respectively, in the aggregate principal amount
of $250,000,000 in the case of the 7 1/2% Notes, $400,000,000 in the case of
the7 3/4% Notes, and the $350,000,000 in the case of the 7 7/8% Notes, each
series guaranteed by each of the Original Guarantors, on the terms set forth
therein.
The Additional 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 therein.
Section 8.1 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 Senior Credit Agreement (or any other
credit agreement renewing, refunding, replacing, restating, refinancing or
extending the Senior Credit Agreement), to the provisions of the indenture as a
Guarantor as permitted by Section 12.6 of the Indenture.
All things necessary to make this Third Supplemental Indenture a valid
agreement of the Company, the Guarantors and the Trustee, in accordance with its
terms, have been done.
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 ratabel benefit of the Holders of the Securities:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions. For all purposes of this Third
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Supplemental Indenture, capitalized terms used herein without definition shall
have the meanings specified in the Indenture.
Section 1.2. Heading. 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 Third 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 Third 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 Third Supplemental Indenture
shall be binding upon the Trustee and its successors and assigns.
Section 1.4. Ratification of Indenture: Supplemental Indenture Part
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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 Third 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 THIRD SUPPLEMENTAL INDENTURE AND THE
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GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWA OF THE
STATE OF NEW YORK.
Section 1.6. Counterparts. This Third Supplemental Indenture may be
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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 THIRD SUPPLEMENTAL INDENTURE
Section 2.1 Scope. The changes, modifications and supplements to the
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Indenture effected by this Third Supplemental Indenture shall be applicable with
respect to, and govern the terms of, the Securities heretofore and hereafter
issued pursuant to the Indenture.
Section 2.2 Additional Guarantors. Subject to the provisions of
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Article 12 of the Indenture (including provisions for the release of a
Guarantor), the Additional Guarantors shall be subject to the provisions of the
Indenture as Guarantors of the Securities.
IN WITNESS WHEREOF, the parties hereto have caused this Third
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:
FEDERAL-MOGUL VENTURE CORPORTATION,
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:
FEL-PRO MANAGEMENT CO., as Guarantor
By: ___________________________________
Name:
Title:
F-M UK HOLDINGS LIMITED, as Guarantor
By: ___________________________________
Name:
Title:
CHAMPION SPARK PLUG COMPANY, as
Guarantor
By: ___________________________________
Name:
Title:
COOPER AUTOMOTIVE PRODUCTS, INC.,
as Guarantor
By: ___________________________________
Name:
Title:
COOPER AUTOMOTIVE COMPANY, as Guarantor
By: ___________________________________
Name:
Title:
COOPER A&S COMPANY, as Guarantor
By: ___________________________________
Name:
Title:
MOOG AUTOMOTIVE PRODUCTS, INC., as
Guarantor
By: ______________________________________
Name:
Title:
MOOG AUTOMOTIVE BATESVILLE, INC.,
as Guarantor
By: ______________________________________
Name:
Title:
MOOG REDEVELOPMENT CORPORATION,
as Guarantor
By: ______________________________________
Name:
Title:
MOOG AUTOMOTIVE COMPANY, as Guarantor
By: ______________________________________
Name:
Title:
CHAMPION AVIATION, INC., as Guarantor
By: ______________________________________
Name:
Title:
CHAMPION INTEAMERICA, LTD., as Guarantor
By: ______________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: ___________________________________
Title: