Exhibit 4.14
SECOND 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 Trustees
Dated as of July 21, 1998
SECOND SUPPLEMENTAL INDENTURE, dated as of July 21, 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) that are subsidiaries of the Company (the "Original Guarantors"), F-M
UK Holdings Limited, a wholly-owned subsidiary of the Company (the "Additional
Guarantor" and together with the Original Guarantors, the "Guarantors") 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 the 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 1/4% Notes due July 1, 2006 (the "7 1/4% 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 the 7 1/4% Notes, and
$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 Guarantor desires 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 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 Second 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 ratable benefit of the Holders of the Securities:
-2-
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1. Definitions. For all purposes of this Second 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 for
--------
convenience only and shall not affect the construction hereof.
Section 1.3. Successors and Assigns. This Second Supplemental 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 Second 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 Second Supplemental Indenture
shall be binding upon the Trustee and its successors and assigns.
Section 1.4. Ratification of Indenture; Supplemental Indentures Part of
----------------------------------------------------------
Indenture. Except as expressly amended hereby, the Indenture is in all respects
---------
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Second 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 SECOND SUPPLEMENTAL INDENTURE AND THE
-------------
GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
Section 1.6. Counterparts. This Second Supplemental Indenture may 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 SECOND SUPPLEMENTAL INDENTURE
Section 2.1. Scope. The changes, modifications and supplements to the
-----
Indenture effected by this Second Supplemental Indenture shall be applicable
with respect to, and govern the terms of, the Securities heretofore and
hereafter issued pursuant to this Indenture.
-3-
Section 2.2. Additional Guarantor. Subject to the provisions of Article
--------------------
12 of the Indenture (including provisions for the release of a Guarantor), the
Additional Guarantor shall be subject to the provisions of the Indenture as
Guarantor of the Securities.
IN WITNESS WHEREOF, the parties hereto have caused this Second 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:
XXXXXX AUTOMOTIVE COMPANY, INC., as
Guarantor
By: _______________________________________
Name:
Title:
FEDERAL-MOGUL VENTURE CORPORATION,
as Guarantor
By: _______________________________________
Name:
Title:
-0-
XXXXXXX-XXXXX 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:
FEL-PRO CHEMICAL PRODUCTS L.P., as
Guarantor
By: _______________________________________
Name:
Title:
F-M UK HOLDINGS LIMITED, as Guarantor
By: _______________________________________
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: _______________________________________
Name:
Title:
-5-
