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, September 23, 1992 and
January 1, 1993 (the "Rights Agreement"), between Federal-Mogul Corporation, a
Michigan corporation (the "Company"), and The Bank of New York, as successor to
National Bank of Detroit, as Rights Agent (the "Rights Agent");
WHEREAS, the Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement. Pursuant to Section 27 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 27
thereof. All acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent;
WHEREAS, at the date of this Amendment there is no Acquiring
Person; and
WHEREAS, the Board of Directors of the Company has determined it
to be in the best interests of the Company to amend the Rights Agreement to
cause the Final Expiration Date (as defined in the Rights Agreement) to be April
30, 1999.
NOW, THEREFORE, in consideration of the Rights Agreement and the
premises and mutual agreements set forth herein, the parties hereby agree as
follows:
1. Section 7(a) of the Rights Agreement is hereby amended by
revising clause (i) thereof to read in its entirety as follows:
(i) the close of business on April 30, 1999 (the "Final Expiration
Date"),
2. Exhibit B to the Rights Agreement is hereby amended by
replacing each instance of the words "November 14, 1998" occurring on the first
page thereof with the words "April 30, 1999".
3. Exhibit C to the Rights Agreement is hereby amended by
replacing the words "November 14, 1998" occurring on the fifth paragraph thereof
with the words "April 30, 1999".
4. This Amendment shall be governed by and construed in accordance
with the
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laws of the State of Michigan and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
5. This Amendment may be executed in any number of counterparts,
each of which shall for all purposes be deemed to be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
6. In all respects not inconsistent with the terms and provisions
of this Amendment, the Rights Agreement is hereby ratified, adopted, approved
and confirmed. In executing and delivering this Amendment, the Rights Agent
shall be entitled to all the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
7. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment, and of the Rights Agreement, shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the day and year first above
written.
Attest: FEDERAL-MOGUL CORPORATION
By: By:
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Attest: THE BANK OF NEW YORK
By: By:
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