EXHIBIT 10.13 FEDERAL-MOGUL CORPORATION THE FOREIGN SUBSIDIARY BORROWERS $1,750,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 24, 1999 THE CHASE MANHATTAN BANK, as Lead Arranger, Book Manager and Administrative Agent TABLE...Credit Agreement • April 1st, 1999 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
To INDENTURE dated as of August 12, 1994 amongFirst Supplemental Indenture • March 23rd, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
Page ARTICLE I. DEFINITIONS.................................................... ............................... 2 SECTION 1.01. Defined Terms......................................................................... 2 SECTION 1.02. Other Definitional...Loan Agreement • October 26th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
Exhibit 10.27 EMPLOYMENT AGREEMENT AGREEMENT by and between Federal-Mogul Corporation, a Michigan corporation (the "Company"), and Charles McClure (the "Executive"), dated as of the 10th day of January, 2001 (this "Agreement"). The Board of Directors...Employment Agreement • March 23rd, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
1 EXHIBIT 10.27 FEDERAL-MOGUL CORPORATION $125,000,000 8.80% Senior Notes due 2007 PURCHASE AGREEMENTPurchase Agreement • June 19th, 1997 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
made bySecurity Agreement • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
1 EXHIBIT 4.6 10,000,000 TRUST CONVERTIBLE PREFERRED SECURITIES FEDERAL-MOGUL FINANCING TRUST 7% TRUST CONVERTIBLE PREFERRED SECURITIES (liquidation amount $50 per convertible preferred security) guaranteed to the extent set forth in the guarantee...Purchase Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of January 10, 2001 and amended as of January 31, 2001, is entered into between Federal-Mogul Corporation, a Michigan corporation (the "Company"), and Charles...Employment Agreement • March 23rd, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
SECOND AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 29, 2000, 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 -------- FIRST UNION...Pledge Agreement • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
EXHIBIT NO. 4.1 AMENDMENT NUMBER FOUR TO RIGHTS AGREEMENT AMENDMENT NUMBER FOUR, dated as of November 13, 1998 (this "Amendment"), to the Rights Agreement dated as of November 3, 1988, as amended by the amendments thereto dated as of July 25, 1990,...Rights Agreement • November 17th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories
Trust Indenture Act Indenture Of 1939 Section Section -------------------- --------- 310 (a)(1) ................................ 6.12 (a)(2) ................................ 6.12 (a)(3) ................................ TIA (a)(4)...Indenture • March 15th, 2000 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
INDENTURE Dated as of June 29, 1998 amongSecond Supplemental Indenture • March 23rd, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
Trust Indenture Act Indenture Of 1939 Section Section ------------------ ------------- 310 (a)(1).................................. 6.12 (a)(2).................................. 6.12 (a)(3).................................. TIA...Indenture • May 14th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
andRights Agreement • February 25th, 1999 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549Trust Indenture • August 20th, 1997 • Federal Mogul Corp • Motor vehicle parts & accessories
INDENTURE Dated as of June 29, 1998Third Supplemental Indenture • March 23rd, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
amongTrust Agreement • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
EXHIBIT 2.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment dated as of October 9, 1998 is by and between Cooper Industries, Inc., a corporation organized under the laws of Ohio ("Seller"); Federal-Mogul Corporation, a corporation organized...Purchase and Sale Agreement • October 26th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories
GUARANTEEGuarantee • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories
REGISTRATION AGREEMENTRegistration Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • Illinois
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
1 EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 1, 1997 by and among Federal-Mogul Corporation, a Michigan corporation ("FEDERAL-MOGUL"), Federal-Mogul Financing Trust, a special...Registration Rights Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
AND THE BANK OF NEW YORK, AS TRUSTEE INDENTUREIndenture • April 1st, 1999 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
200,000,000 364-DAY REVOLVING CREDIT AGREEMENT364-Day Revolving Credit Agreement • October 26th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
EXHIBIT 1.2 FEDERAL-MOGUL CORPORATION (a Michigan corporation) ____________ Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: June ., 1998 TABLE OF CONTENTSu.s. Purchase Agreement • June 4th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
EXHIBIT 1.3 FEDERAL-MOGUL CORPORATION (a Michigan corporation) _________ Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: June ., 1998 TABLE OF CONTENTSInternational Purchase Agreement • June 4th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made as of this 1st day of December, 1996, by and between Wayne G. Smith ("Mr. Smith"), an individual, and Federal-Mogul Corporation ("Federal-Mogul"), a Michigan corporation. WHEREAS, Mr....Severance Agreement • March 27th, 1997 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
AMENDMENT, dated as of March 15, 2001 (this "Amendment"), to the --------- Fourth Amended and Restated Credit Agreement, dated as of December 29, 2000 (as the same may be further amended, supplemented or otherwise modified from time to time, the...Credit Agreement • March 19th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
1 EXHIBIT 10.37 FEDERAL-MOGUL CORPORATION AMENDED AND RESTATED SENIOR SUBORDINATED CREDIT AGREEMENT dated as of December 18, 1997 THE CHASE MANHATTAN BANK, as Administrative AgentSenior Subordinated Credit Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
R E C I T A L SEquity Purchase Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • Illinois
THIRD AMENDMENT THIS AMENDMENT, dated as of January 13, 1997 (this "Amendment"), to the Revolving Credit and Competitive Advance Facility Agreement, dated as of June 30, 1994 (as amended, supplemented or otherwise modified from time to time, the...Revolving Credit and Competitive Advance Facility Agreement • May 14th, 1997 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
EXECUTION COPY FEDERAL-MOGUL CORPORATION THE FOREIGN SUBSIDIARY BORROWERS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 29, 2000 THE CHASE MANHATTAN BANK, as Lead Arranger, Book Manager and Administrative Agent TABLE OF CONTENTSCredit Agreement • January 18th, 2001 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
1 EXHIBI 10.36 FEDERAL-MOGUL CORPORATION THE FOREIGN SUBSIDIARY BORROWERS $2,750,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 18, 1997 THE CHASE MANHATTAN BANK, as Administrative Agent TABLE OF CONTENTSSecond Amended and Restated Credit Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT ("Agreement") is made as of this day of December, 1996, by and between Dennis J. Gormley ("Mr. Gormley"), an individual, and Federal-Mogul Corporation ("Federal-Mogul"), a corporation. WHEREAS, Mr. Gormley...Severance Agreement • March 27th, 1997 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
NOW, THEREFORE, in consideration of the purchase by each Holder of Common Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Common Securities Guarantee for the benefit of the...Common Securities Guarantee Agreement • March 5th, 1998 • Federal Mogul Corp • Motor vehicle parts & accessories • New York
