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EXHIBIT 10.28 - FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 18, 1995 (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
"Credit Agreement"), among Federal-Mogul Corporation, a Michigan
corporation (the "Borrower"), the banks and other financial
institutions parties thereto (the "Lenders"), Chemical Bank, as
administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), and as CAF Advance Agent, and Comerica
Bank, Continental Bank, NBD Bank, N.A. and The Bank of New York,
as co-agents.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders
have agreed to make, and have made, certain loans and other
extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that certain
provisions of the Credit Agreement be amended in the manner
provided for in this Amendment, and the Lenders are willing to
agree to such amendments as provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Terms defined in the Credit
Agreement and used herein shall have the meanings given to them
in the Credit Agreement.
2. Amendment to Credit Agreement. Subsection 1.1
of the Credit Agreement is hereby amended by deleting the
definition of "Cash Flow Coverage" contained therein in its
entirety and inserting in lieu thereof the following definition:
"`Cash Flow Coverage': for any period, the
ratio of (a) the sum of (i) EBITDA less (ii) Capital
Expenditures divided by (b) the sum of (i) Interest
Expense plus (ii) dividends paid on the Borrower's
preferred stock, in each case determined for such
period and without giving effect to the special
after-tax charges taken by the Borrower in the fourth
quarter of 1995 relating to (I) the sale by the
Borrower of certain non-strategic and other assets,
(II) certain productivity improvements and
restructurings and (III) the early implementation
by the Borrower of FASB 121, net of the gain on the
sale by the Borrower of Federal-Mogul Westwind Air
Bearings Ltd. (provided that the effects of clauses
(I), (II) and (III) above net of such gain shall not
exceed an aggregate amount of $45,000,000)."
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3. Conditions to Effectiveness. This Amendment
shall become effective on the date (the "Amendment Effective
Date") on which the Borrower, and the Required Lenders shall
have executed and delivered to the Administrative Agent this
Amendment.
4. Representations and Warranties. The
representations and warranties made by the Borrower in the Loan
Documents are true and correct in all material respects on and
as of the Amendment Effective Date, after giving effect to the
effectiveness of this Amendment, as if made on and as of the
Amendment Effective Date.
5. Payment of Expenses. The Borrower agrees to pay
or reimburse the Administrative Agent for all of its reasonable
out-of-pocket costs and expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith
and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to
the Administrative Agent.
6. No Other Amendments; Confirmation. Except as
expressly amended, modified and supplemented hereby, the
provisions of the Credit Agreement and the Notes are and shall
remain in full force and effect.
7. Governing Law; Counterparts. (a) This
Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of
the parties to this Amendment on any number of separate
counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument. A set of
the copies of this Amendment signed by all the parties shall be
lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature
pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
proper and duly authorized officers as of the day and year first
above written.
