-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PiCcwFYQhaI3nN94SPAska1fVORXSAIa/qn1rOgkTW93+kyUSkQYawqYiVF/8mOi G0n+X4tI+rdgbN6Fj9WBpA== 0000950130-98-003092.txt : 19980615 0000950130-98-003092.hdr.sgml : 19980615 ACCESSION NUMBER: 0000950130-98-003092 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 24 REFERENCES 429: 333-50413 FILED AS OF DATE: 19980612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL CORP CENTRAL INDEX KEY: 0000034879 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 380533580 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725 FILM NUMBER: 98647328 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HGWY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL VENTURE CORP CENTRAL INDEX KEY: 0001063953 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-01 FILM NUMBER: 98647329 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL DUTCH HOLDINGS INC CENTRAL INDEX KEY: 0001063954 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-02 FILM NUMBER: 98647330 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARTER AUTOMOTIVE CO INC CENTRAL INDEX KEY: 0001063955 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-03 FILM NUMBER: 98647331 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL GLOBAL INC CENTRAL INDEX KEY: 0001063956 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-04 FILM NUMBER: 98647332 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL WORLD WIDE INC CENTRAL INDEX KEY: 0001063957 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-05 FILM NUMBER: 98647333 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL GLOBAL PROPERTIES INC CENTRAL INDEX KEY: 0001063958 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-06 FILM NUMBER: 98647334 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEL PRO MANAGEMENT CO CENTRAL INDEX KEY: 0001063959 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-07 FILM NUMBER: 98647335 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FELT PRODUCTS MFG CO CENTRAL INDEX KEY: 0001063960 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-08 FILM NUMBER: 98647336 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FELT PRO CHEMICAL PRODUCTS L P CENTRAL INDEX KEY: 0001063961 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-09 FILM NUMBER: 98647337 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL U K HOLDINGS INC CENTRAL INDEX KEY: 0001063963 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-56725-10 FILM NUMBER: 98647338 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON . , 1998 SUBJECT TO AMENDMENT REGISTRATION NO. 333- . - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- FEDERAL-MOGUL CORPORATION MICHIGAN 38-0533580 FEDERAL-MOGUL DUTCH HOLDINGS INC. DELAWARE 38-3399272 FEDERAL-MOGUL GLOBAL INC. DELAWARE 38-3399269 FEDERAL-MOGUL U.K. HOLDINGS INC. DELAWARE 38-3399273 CARTER AUTOMOTIVE COMPANY, INC. DELAWARE 43-1374271 FEDERAL MOGUL VENTURE CORPORATION NEVADA 38-2938561 FEDERAL-MOGUL WORLD WIDE, INC. MICHIGAN 38-3010848 FEDERAL-MOGUL GLOBAL PROPERTIES, INC. MICHIGAN 38-3394578 FELT PRODUCTS MFG. CO. DELAWARE 36-1065910 FEL-PRO MANAGEMENT CO. DELAWARE 36-3852940 FEL-PRO CHEMICAL PRODUCTS L.P. DELAWARE 36-3853228 (EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER SPECIFIED IN ITS CHARTER) OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
26555 NORTHWESTERN HIGHWAY SOUTHFIELD, MICHIGAN 48034 (248) 354-7700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) EDWARD W. GRAY, JR., ESQ. FEDERAL-MOGUL CORPORATION 26555 NORTHWESTERN HIGHWAY SOUTHFIELD, MICHIGAN 48034 (248) 354-7700 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------- The Commission is requested to mail signed copies of all orders, notices and communications to: LAURENT ALPERT, ESQ. THOMAS A. COLE, ESQ. CLEARY, GOTTLIEB, STEEN & HAMILTON SIDLEY & AUSTIN ONE LIBERTY PLAZA ONE FIRST NATIONAL PLAZA NEW YORK, NEW YORK 10006 CHICAGO, ILLINOIS 60603 (212) 225-2000 (312) 853-7000 -------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] -------------- (continued on following page) (continued from previous page) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER UNIT(2)(3) PRICE(2)(3) FEE - ----------------------------------------------------------------------------------- Common Stock, without par value offered by Federal-Mogul Corporation(4)......... - ----------------------------------------------------------------------------------- Debt Securities offered by Federal-Mogul Corporation............ - ----------------------------------------------------------------------------------- Preferred Stock offered by Federal-Mogul Corporation(4)......... - ----------------------------------------------------------------------------------- Total Securities offered by Federal-Mogul Corporation............ - ----------------------------------------------------------------------------------- Common Stock, without par value offered by Selling Shareholders... - ----------------------------------------------------------------------------------- Guarantee of Federal- Mogul Dutch Holdings Inc.(5)................ - ----------------------------------------------------------------------------------- Guarantee of Federal- Mogul Global Inc.(5)... - ----------------------------------------------------------------------------------- Guarantee of Federal- Mogul U.K. Holdings Inc.(5)................ - ----------------------------------------------------------------------------------- Guarantee of Carter Automotive Company, Inc.(5)................ - ----------------------------------------------------------------------------------- Guarantee of Federal Mogul Venture Corporation(5)......... - ----------------------------------------------------------------------------------- Guarantee of Federal- Mogul World Wide, Inc.(5)................ - ----------------------------------------------------------------------------------- Guarantee of Federal- Mogul Global Properties, Inc.(5).... - ----------------------------------------------------------------------------------- Guarantee of Felt Products Mfg. Co.(5)... - ----------------------------------------------------------------------------------- Guarantee of Fel-Pro Management Co.(5)...... - ----------------------------------------------------------------------------------- Guarantee of Fel-Pro Chemical Products L.P.(5)................ - ----------------------------------------------------------------------------------- Total................... $1,843,643,750 100% $1,843,643,750 $543,875(6) - -----------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- - ------- (1) Such indeterminate number or amount of Common Stock, Debt Securities and Preferred Stock as may from time to time be issued at indeterminate prices.The amount registered is in United States dollars or the equivalent thereof in any other currency, currency unit or units, or composite currency or currencies. Guarantees of certain Debt Securities may be issued by the above-named subsidiaries of Federal-Mogul. No separate consideration will be received for the issuance of these Guarantees. (2) The proposed maximum offering price per unit will be determined from time to time by Federal-Mogul or the Selling Shareholders in connection with the issuance by the Registrant or the sale by the Selling Shareholders of the securities registered hereunder. (3) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. The aggregate public offering price of the Common Stock, Debt Securities and Preferred Stock offered by Federal- Mogul Corporation and the Selling Shareholders will not exceed $1,843,643,750, the amount of Securities being carried forward hereunder pursuant to Rule 429, as detailed below, or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. (4) Also includes such indeterminate number of shares of Preferred Stock and Common Stock as may be issued upon conversion of or exchange for any Debt Securities or Preferred Stock that provide for conversion or exchange into other securities. No separate consideration will be received for the Preferred Stock or Common Stock issuable upon conversion of or in exchange for Debt Securities or Preferred Stock. (5) Guarantees of certain Debt Securities may be issued by the above-named subsidiaries of Federal-Mogul. No separate consideration will be received for the issuance of these Guarantees. (6) The fee for the registration of securities being carried forward hereunder pursuant to Rule 429 has been previously paid. -------------- PURSUANT TO THE PROVISIONS OF RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE PROSPECTUS CONSTITUTING A PART OF THIS REGISTRATION STATEMENT ALSO RELATES TO AN ADDITIONAL $1,843,643,750 PRINCIPAL AMOUNT OF COMMON STOCK, DEBT SECURITIES AND PREFERRED STOCK REGISTERED BY THE REGISTRANT UNDER THE SECURITIES ACT OF 1933 IN REGISTRATION STATEMENT NO. 333-50413 AND THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 WITH RESPECT TO SUCH REGISTRATION STATEMENT. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PROSPECTUS $2,500,000,000 FEDERAL MOGUL CORPORATION DEBT SECURITIES, PREFERRED STOCK AND COMMON STOCK Federal-Mogul Corporation, a Michigan corporation ("Federal-Mogul" or the "Company"), may offer and sell from time to time, in one or more series, (i) its debt securities, consisting of debentures, notes and/or other evidences of indebtedness representing unsecured obligations of Federal-Mogul (the "Debt Securities"), (ii) shares of its preferred stock, no par value per share ("Preferred Stock"), and (iii) shares of its common stock, without par value ("Common Stock"). The Selling Shareholders (as defined herein) may offer and sell Common Stock as provided for in an accompanying supplement to this Prospectus. See "Plan of Distribution." Debt Securities, Preferred Stock and Common Stock are herein collectively referred to as the "Securities." Certain specific terms of the particular Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying supplement to this Prospectus (the "Prospectus Supplement"), which will describe, without limitation and where applicable, the following: (i) in the case of Debt Securities, the specific designation, aggregate principal amount, ranking as senior or subordinated Debt Securities, denomination, maturity, premium, if any, interest rate (which may be fixed or variable), method of calculating interest, if any, place or places where principal of, premium, if any, and interest, if any, on such Debt Securities will be payable, the currencies or currency units in which principal of, premium, if any, and interest, if any, on such Debt Securities will be payable, any terms of redemption or conversion, any sinking fund provisions, the purchase price, any listing on a securities exchange, any right of Federal-Mogul to defer payment of interest on the Debt Securities and the maximum length of such deferral period and other special terms; (ii) in the case of Preferred Stock, the specific designation and liquidation preference per share and number of shares offered, the purchase price, dividend rate (which may be fixed or variable), method of calculating payment of dividends, if any, place or places where dividends on such Preferred Stock will be payable, any terms of redemption, dates on which dividends shall be payable and dates from which dividends shall accrue, any listing on a securities exchange, voting and other rights, including conversion or exchange rights, if any, and other special terms; and (iii) in the case of Common Stock, the number of shares offered, the initial offering price, market price and dividend information. The offering price to the public of the Securities will be limited to U.S. $2,500,000,000 in the aggregate (or its equivalent (based on the applicable exchange rate at the time of issue), if Securities are offered for consideration denominated in one or more foreign currencies or currency units as shall be designated by Federal-Mogul). The Debt Securities may be denominated in United States dollars or, at the option of Federal-Mogul if so specified in the applicable Prospectus Supplement, in one or more foreign currencies or currency units. The Debt Securities may be issued in registered form or bearer form, or both. If so specified in the applicable Prospectus Supplement, Securities of one or more classes or series may be issued in whole or in part in the form of one or more temporary or permanent global securities. The Common Stock is listed on the New York Stock Exchange under the trading symbol "FMO." The Securities may be sold to or through underwriters, through dealers or agents or directly to purchasers. See "Plan of Distribution." The names of any underwriters, dealers or agents involved in the sale of the Securities in respect of which this Prospectus is being delivered and any applicable fee, commission or discount arrangements with them will be set forth in a Prospectus Supplement. See "Plan of Distribution" for possible indemnification arrangements for dealers, underwriters and agents. The Selling Shareholders will receive the net proceeds from the sale of shares of Common Stock by the Selling Shareholders and will pay all underwriting discounts, selling commissions and transfer taxes, if any, applicable to any such sale. Federal-Mogul is responsible for payment of all other expenses incident to the registration of the shares of Common Stock. The Selling Shareholders and any broker-dealers, agents or underwriters that participate in the distribution of the Common Stock sold by the Selling Shareholders may be deemed "underwriters" within the meaning of the Securities Act, and any commission received by them and any profit on the resale of the shares of Common Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. See "Plan of Distribution" for a description of certain indemnification arrangements. This Prospectus may not be used to consummate sales of Securities unless accompanied by a Prospectus Supplement. -------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is . , 1998. AVAILABLE INFORMATION Federal-Mogul is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act of which this Prospectus forms a part, as well as such reports, proxy statements and other information filed by Federal-Mogul with the Commission, can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices in Chicago, Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511, and in New York, 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such material can be obtained by mail from the Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates and such material is contained on the worldwide web site maintained by the Commission at http://www.sec.gov. Reports, proxy statements and other information concerning Federal-Mogul can be inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York 10005. Federal-Mogul has filed the Registration Statement with the Commission in Washington, D.C. with respect to the Securities offered hereby. This Prospectus constitutes a part of the Registration Statement and does not contain all the information set forth therein, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. Any statements contained herein concerning the provisions of any contract or other document are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. For further information regarding Federal-Mogul and the securities offered hereby, reference is made to the Registration Statement and to the exhibits thereto. 2 THE COMPANY Federal-Mogul is a leading global manufacturer and distributor of a broad range of vehicular components for automobiles and light trucks, heavy duty trucks, farm and construction vehicles and industrial products. Such components include powertrain systems components (primarily bearings, rings and pistons), sealing system components (dynamic seals and gaskets) and general products (primarily friction products, sintered products, camshafts and systems protection products). Federal-Mogul markets its products to many of the world's major original equipment ("OE") manufacturers. Federal-Mogul also manufactures and supplies its products and related parts to the aftermarket relating to each of these categories of equipment. Founded in 1899, Federal-Mogul traditionally focused on the manufacture and distribution of engine bearings and sealing systems. From 1990 through 1996, Federal-Mogul pursued a strategy of opening retail auto stores in various domestic and international locations. These geographically-dispersed stores proved burdensome to manage and resulted in substantial operating losses. In the fourth quarter of 1996, Federal-Mogul initiated a change of management, following which the Company initiated a significant restructuring program designed to refocus the Company on its core competency of manufacturing. As part of its restructuring, Federal-Mogul closed or sold substantially all of its retail operations. Federal-Mogul also began to pursue a growth strategy of acquiring complementary manufacturing companies that enhance the Company's product base, expand its global manufacturing operations and provide opportunities to capitalize on the Company's aftermarket distribution network and technological resources. In connection with its growth strategy, on March 6, 1998 Federal-Mogul acquired T&N plc ("T&N"), a U.K. based supplier of engine and transmission products, for total consideration of approximately (Pounds)1.46 billion ($2.42 billion, converted at a blended exchange rate of 1.6510 U.S. dollars to 1 pound sterling). T&N manufactures and supplies high technology engineered automotive components and industrial materials including pistons, friction products, bearings, systems protection, camshafts and sealing products. On February 24, 1998, Federal-Mogul acquired Fel-Pro, Incorporated and certain affiliated entities ("Fel-Pro"), a privately-owned automotive parts manufacturer, for total consideration of approximately $717 million. Fel-Pro is a premier gasket manufacturer for the North American aftermarket and OE heavy duty market. Federal-Mogul operates facilities at over 240 manufacturing locations in 24 countries. On a pro forma basis (giving effect to the acquisitions of T&N and Fel-Pro and the disposition of T&N thinwall and drywall and dry bearings (polymer bearings) operations ("T&N Bearings Business") as if they had occurred on January 1, 1997), Federal-Mogul's total sales for 1997 were $4.8 billion. Federal-Mogul is a Michigan corporation with its principal executive offices located at 26555 Northwestern Highway, Southfield, Michigan 48034. The telephone number of those offices is (248) 354-7700. 3 RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table sets forth Federal-Mogul's ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for each year in the five-year period ended December 31, 1997 and the three- month period ended March 31, 1998.
YEAR ENDED DECEMBER 31, THREE MONTHS -------------------------------- ENDED MARCH 31, 1998 1997 1996 1995 1994 1993 -------------------- ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges(1): 1.1x 3.3x N/A(2) N/A(3) 4.3x 2.7x
YEAR ENDED DECEMBER 31, THREE MONTHS -------------------------------- ENDED MARCH 31, 1998 1997 1996 1995 1994 1993 -------------------- ---- ---- ---- ---- ---- Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends(1): 1.1x 2.9x N/A(2) N/A(3) 3.1x 2.2x
- -------- (1) Federal-Mogul guarantees the debt of the Federal-Mogul Employee Stock Ownership Plan ("ESOP"); the fixed charges of the ESOP are not included in the above calculations. (2) Not applicable as 1996 earnings were inadequate to cover fixed charges by $173.0 million. (3) Not applicable as 1995 earnings were inadequate to cover fixed charges by $53.4 million. The ratio of earnings to fixed charges has been computed by dividing earnings by fixed charges. The ratio of earnings to combined fixed charges and preferred stock dividends has been computed by dividing earnings by the sum of fixed charges and preferred stock dividend requirements. Earnings consist of income before income taxes plus fixed charges excluding capitalized interest. Fixed charges consist of interest on all indebtedness, amortization of debt issuance costs and the portion of rental expense representative of interest. USE OF PROCEEDS Unless otherwise indicated in the accompanying Prospectus Supplement, the net proceeds received by Federal-Mogul from the sale of the Securities offered hereby are expected to be used for general corporate purposes. Any specific allocation of the proceeds to a particular purpose that has been made at the date of any Prospectus Supplement will be described therein. Federal-Mogul will not receive any proceeds from the sale of shares of Common Stock by any Selling Shareholder. DESCRIPTION OF DEBT SECURITIES The Debt Securities offered hereby, consisting of notes, debentures and other evidences of indebtedness, are to be issued in one or more series constituting either senior Debt Securities ("Senior Debt Securities") or subordinated Debt Securities ("Subordinated Debt Securities"). Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities will be issued pursuant to indentures described below (as applicable, the "Senior Indenture" or the "Subordinated Indenture," each, an "Indenture" and, together, the "Indentures"), in each case between Federal- Mogul and the trustee identified therein (the "Trustee"), the forms of which have been filed as exhibits to the Registration Statement of which this Prospectus forms a part. Except for the subordination provisions of the Subordinated Indenture, for which there are no counterparts in the Senior Indenture, the provisions of the Subordinated Indenture are substantially identical in substance to the provisions of the Senior Indenture that bear the same section numbers. 4 The statements herein relating to the Debt Securities and the following summaries of certain general provisions of the Indentures do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indentures (as they may be amended or supplemented from time to time), including the definitions therein of certain terms capitalized in this Prospectus. All article and section references appearing herein are to articles and sections of the applicable Indenture and whenever particular Sections or defined terms of the Indentures (as they may be amended or supplemented from time to time) are referred to herein or in a Prospectus Supplement, such Sections or defined terms are incorporated herein or therein by reference. GENERAL The Debt Securities will be unsecured obligations of Federal-Mogul. The Indentures do not limit the aggregate amount of Debt Securities which may be issued thereunder, nor do they limit the incurrence or issuance of other secured or unsecured debt of Federal-Mogul. The Debt Securities issued under the Senior Indenture will be unsecured and will rank pari passu with all other unsecured and unsubordinated obligations of Federal-Mogul. The Debt Securities issued under the Subordinated Indenture will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Indenture, to all Senior Indebtedness of Federal-Mogul. See "-- Subordination under the Subordinated Indenture." Reference is made to the applicable Prospectus Supplement which will accompany this Prospectus for a description of the specific series of Debt Securities being offered thereby, including, but not limited to, the following: (1) the title of such Debt Securities, including whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and whether such Debt Securities will be issued under the Senior Indenture, the Subordinated Indenture or other indenture set forth in the Prospectus Supplement; (2) any limit upon the aggregate principal amount of such Debt Securities; (3) the date or dates on which the principal of and premium, if any, on such Debt Securities is payable or the method of determining such date or dates; (4) the rate or rates (which may be fixed or variable) at which such Debt Securities will bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from such interest will accrue or the method by which such date or dates will be determined, the date or dates on which interest, if any, will be payable and the record date or dates therefor; (5) the place or places where principal of, premium, if any, and interest, if any, on such Debt Securities will be payable; (6) the right, if any, of Federal-Mogul to defer payment of interest on Debt Securities and the maximum length of any such deferral period; (7) the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, such Debt Securities may be redeemed or otherwise purchased, in whole or in part, at the option of Federal-Mogul; (8) the obligation, if any, and the limitations, if any, on Federal-Mogul to redeem or purchase such Debt Securities pursuant to any sinking fund or analogous provisions or upon the happening of a specified event or at the option of a Holder thereof or at Federal-Mogul's option or otherwise, or to apply any purchases of such Debt Securities to any such redemption, and, if any, the period or periods within which, the price or prices at which, the application of purchases to redemptions, and the other terms and conditions upon which such Debt Securities shall be redeemed or purchased, in whole or in part; (9) the denominations in which such Debt Securities are authorized to be issued; (10) the currency or currencies (including currency unit or units) in which principal of, premium, if any, and interest, if any, on such Debt Securities will be payable, or in which such Debt Securities will be denominated and whether Federal-Mogul or the holders of any such Debt Securities may elect to receive payments in respect of such Debt Securities in a currency or currency unit other than that in which such Debt Securities are stated to be payable; (11) if other than the principal amount thereof, the portion of the principal amount of such Debt Securities which will be payable upon declaration of the acceleration of the maturity thereof or the method by which such portion shall be determined; (12) the person to whom any interest on any such Debt Security shall be payable if other than the person in whose name such Debt Security is registered on the applicable record date; (13) any addition to, or modification or deletion of, any Event of Default or any covenant of Federal- Mogul specified in the Indenture with respect to such Debt Securities; (14) the 5 application, if any, of such means of defeasance or covenant defeasance as may be specified for such Debt Securities; (15) whether such Debt Securities are to be issued in whole or in part in the form of one or more temporary or permanent global securities and, if so, the identity of the depositary for such global security or securities; (16) whether the Debt Securities of the series are convertible into Common Stock or Preferred Stock, and, if so, the class or series of capital stock of Federal-Mogul into which such Debt Securities are convertible and the terms and conditions upon which such conversion will be effected; and (17) any other special terms pertaining to such Debt Securities. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities will not be listed on any securities exchange. (Section 3.1.) Unless otherwise specified in the applicable Prospectus Supplement, Debt Securities will be issued in fully-registered form without coupons. Where Debt Securities of any series are issued in bearer form, the special restrictions and considerations, including special offering restrictions and special United States Federal income tax considerations, applicable to any such Debt Securities and to payment on and transfer and exchange of such Debt Securities will be described in the applicable Prospectus Supplement. Bearer Debt Securities will be transferable by delivery. (Section 3.5.) Debt Securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. Certain United States Federal income tax consequences and special considerations applicable to any such Debt Securities, or to Debt Securities issued at par that are treated as having been issued at a discount, will be described in the applicable Prospectus Supplement. If the purchase price of any of the Debt Securities is payable in one or more foreign currencies or currency units or if any Debt Securities are denominated in one or more foreign currencies or currency units or if the principal of, premium, if any, or interest, if any, on any Debt Securities is payable in one or more foreign currencies or currency units, or by reference to commodity prices, equity indices or other factors, the restrictions, elections, certain United States Federal income tax considerations, specific terms and other information with respect to such issue of Debt Securities and such foreign currency or currency units or commodity prices, equity indices or other factors will be set forth in the applicable Prospectus Supplement. In general, holders of such series of Debt Securities may receive a principal amount on any principal payment date, or a payment of premium, if any, on any premium payment date or a payment of interest on any interest payment date, that is greater than or less than the amount of principal, premium, if any, or interest, if any, otherwise payable on such dates, depending on the value on such dates of the applicable currency, commodity, equity index or other factor. GUARANTEES Each Prospectus Supplement will describe, as to the Debt Securities to which it relates, any guarantees for the benefit of such Debt Securities, which may be granted by one or more of the following direct and indirect subsidiaries of the Company: Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc., Federal-Mogul U.K. Holdings Inc., Carter Automotive Company, Federal Mogul Venture Corporation, Federal-Mogul World Wide, Inc., Federal-Mogul Global Properties, Inc., Felt Products Mfg. Co., Fel-Pro Management Co. and Fel-Pro Chemical Products, L.P. The first three named Guarantors are holding companies whose sole assets are stock of subsidiaries or intercompany debt. The net book value of each of the other Guarantors is less than $10 million per Guarantor, except for Fel-Pro Chemical Products, L.P., which had a net book value of approximately $40 million at March 31, 1998 and is in the process of being sold. The Guarantees are thus not expected to be of significant value to the holders of the Debt Securities, and Federal-Mogul does not believe that separate financial information or other information in respect of the Guarantors would be material to purchasers of Debt Securities. Each Prospectus Supplement will specify which of these entities will provide guarantees in connection with any series of notes. Each such Prospectus Supplement will also describe any provisions regarding release or addition of guarantors of obligations under such Debt Securities. PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE Unless otherwise provided in the applicable Prospectus Supplement, payments in respect of the Debt Securities will be made in the designated currency at the office or agency of Federal-Mogul maintained for that purpose as Federal- Mogul may designate from time to time, except that, at the option of Federal- Mogul, interest 6 payments, if any, on Debt Securities in registered form may be made (i) by check mailed to the address of the person entitled thereto as specified in the Register or (ii) at Federal-Mogul's expense, by wire transfer to an account maintained by the person entitled thereto as specified in the Register. (Sections 3.7(a) and 9.2.) Unless otherwise indicated in the applicable Prospectus Supplement, payment of any installment of interest on Debt Securities in registered form will be made to the person in whose name such Debt Security is registered at the close of business on the regular record date for such interest. (Section 3.7(a).) Payment in respect of Debt Securities in bearer form will be made in the currency and in the manner designated in the Prospectus Supplement, subject to any applicable laws and regulations, at such paying agencies outside the United States as Federal-Mogul may appoint from time to time. The paying agents outside the United States initially appointed by Federal-Mogul for a series of Debt Securities will be named in the Prospectus Supplement. Federal- Mogul may at any time designate additional paying agents or rescind the designation of any paying agents, except that, if Debt Securities of a series are issuable as Registered Securities, Federal-Mogul will be required to maintain at least one paying agent in each Place of Payment for such series and, if Debt Securities of a series are issuable as Bearer Securities, Federal-Mogul will be required to maintain a paying agent in a Place of Payment outside the United States where Debt Securities of such series and any coupons appertaining thereto may be presented and surrendered for payment. (Section 9.2.) Unless otherwise provided in the applicable Prospectus Supplement, Debt Securities in registered form will be transferable or exchangeable at the agency of Federal-Mogul maintained for such purpose as designated by Federal- Mogul from time to time. (Sections 3.5 and 9.2.) Debt Securities may be transferred or exchanged without service charge, other than any tax or other governmental charge imposed in connection therewith. (Section 3.5.) GLOBAL DEBT SECURITIES Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities of a series may be issued in whole or in part in the form of one or more fully registered global securities (a "Registered Global Security") that will be deposited with a depositary (the "Depositary") or with a nominee for the Depositary identified in the applicable Prospectus Supplement. In such a case, one or more Registered Global Securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding Debt Securities of the series to be represented by such Registered Global Security or Securities. (Section 3.3.) Unless and until it is exchanged in whole or in part for Debt Securities in definitive certificated form, a Registered Global Security may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary and except in the circumstances described in the applicable Prospectus Supplement. (Section 3.5.) The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Registered Global Security will be described in the applicable Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, Federal-Mogul expects that the following provisions will apply to such depositary arrangements. Ownership of beneficial interests in a Registered Global Security will be limited to participants or persons that may hold interests through participants (as such term is defined below). Upon the issuance of any Registered Global Security, and the deposit of such Registered Global Security with or on behalf of the Depositary for such Registered Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Debt Securities represented by such Registered Global Security to the accounts of institutions ("participants") that have accounts with the Depositary or its nominee. The accounts to be credited will be designated by the underwriters or agents engaging in the distribution of such Debt Securities or by Federal-Mogul, if such Debt Securities are offered and sold directly by Federal-Mogul. Ownership of beneficial interests by participants in such Registered Global Security will be shown on, and the transfer of such 7 beneficial interests will be effected only through, records maintained by the Depositary for such Registered Global Security or by its nominee. Ownership of beneficial interests in such Registered Global Security by persons that hold through participants will be shown on, and the transfer of such beneficial interests within such participants will be effected only through, records maintained by such participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. The foregoing limitations and such laws may impair the ability to transfer beneficial interests in such Registered Global Security. So long as the Depositary for a Registered Global Security, or its nominee, is the registered owner of such Registered Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Registered Global Security for all purposes under the applicable Indenture. Unless otherwise specified in the applicable Prospectus Supplement and except as specified below, owners of beneficial interests in such Registered Global Security will not be entitled to have Debt Securities of the series represented by such Registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in certificated form and will not be considered the holders thereof for any purposes under the relevant Indenture. (Section 3.8.) Accordingly, each person owning a beneficial interest in such Registered Global Security must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the relevant Indenture. The Depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the relevant Indenture. Federal-Mogul understands that, under existing industry practices, if Federal- Mogul requests any action of holders or if any owner of a beneficial interest in such Registered Global Security desires to give any notice or take any action which a holder is entitled to give or take under the relevant Indenture, the Depositary would authorize the participants to give such notice or take such action, and such participants would authorize beneficial owners owning through such participants to give such notice or take such action or would otherwise act upon the instructions of beneficial owners owning through them. Unless otherwise specified in the applicable Prospectus Supplement, payments with respect to principal, premium, if any, and interest, if any, on Debt Securities represented by a Registered Global Security registered in the name of a Depositary or its nominee will be made to such Depositary or its nominee, as the case may be, as the registered owner of such Registered Global Security. (Section 3.8.) Federal-Mogul expects that the Depositary for any Debt Securities represented by a Registered Global Security, upon receipt of any payment of principal, premium or interest, will immediately credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Registered Global Security as shown on the records of such Depositary. Federal-Mogul also expects that payments by participants to owners of beneficial interests in such Registered Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in "street names," and will be the responsibility of such participants. None of Federal-Mogul, the respective Trustees or any agent of Federal-Mogul or the respective Trustees shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Registered Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (Section 3.8.) Unless otherwise specified in the applicable Prospectus Supplement, if the Depositary for any Debt Securities represented by a Registered Global Security is at any time unwilling or unable to continue as Depositary or ceases to be a clearing agency registered under the Exchange Act and any other applicable statute or regulation and a duly registered successor Depositary is not appointed by Federal-Mogul within 90 days, Federal-Mogul will issue such Debt Securities in definitive certificated form in exchange for such Registered Global Security. In addition, Federal-Mogul may at any time in its sole discretion determine not to have any of the Debt Securities of a series represented by one or more Registered Global Securities and, in such event, will 8 issue Debt Securities of such series in definitive certificated form in exchange for all of the Registered Global Security or Securities representing such Debt Securities. (Section 3.5.) The Debt Securities of a series may also be issued in whole or in part in the form of one or more bearer global securities (a "Bearer Global Security") that will be deposited with a depositary, or with a nominee for such depositary, identified in the applicable Prospectus Supplement. Any such Bearer Global Security may be issued in temporary or permanent form. (Section 3.4.) The specific terms and procedures, including the specific terms of the depositary arrangement, with respect to any portion of a series of Debt Securities to be represented by one or more Bearer Global Securities will be described in the applicable Prospectus Supplement. CONSOLIDATION, MERGER OR SALE BY FEDERAL-MOGUL Unless otherwise specified in the applicable Prospectus Supplement, Federal- Mogul shall not consolidate with or merge into any other corporation or transfer or lease all or substantially all of its assets, unless: (i) the corporation formed by such consolidation or into which Federal-Mogul is merged or the corporation which acquires its assets is organized in the United States; (ii) the corporation formed by such consolidation or into which Federal-Mogul is merged or which acquires Federal-Mogul's assets expressly assumes all of the obligations of Federal-Mogul under each Indenture; (iii) immediately after giving effect to such transaction, no Default (as hereinafter defined) or Event of Default exists; and (iv) if, as a result of such transaction, properties or assets of Federal-Mogul would become subject to an encumbrance which would not be permitted by the terms of any series of Debt Securities, Federal-Mogul or the successor corporation, as the case may be, shall take such steps as are necessary to secure such Debt Securities equally and ratably with all indebtedness secured thereunder. Upon any such consolidation, merger or sale, the successor corporation formed by such consolidation, or into which Federal-Mogul is merged or to which such sale is made, shall succeed to, and be substituted for Federal-Mogul under each Indenture. (Section 7.1.) EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT Each Indenture provides that, if an Event of Default specified therein occurs with respect to the Debt Securities of any series and is continuing, the Trustee for such series or the holders of at least 25% in aggregate principal amount of all of the outstanding Debt Securities of that series, by written notice to Federal-Mogul (and to the Trustee for such series, if notice is given by such holders of Debt Securities), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the original principal amount specified in the Prospectus Supplement) and accrued interest, if any, on all the Debt Securities of that series to be due and payable (provided, with respect to any Debt Securities issued under the Subordinated Indenture, that the payment of principal, premium, if any, and interest, if any, on such Debt Securities shall remain subordinated to the extent provided in Article 12 of the Subordinated Indenture). (Section 5.2.) Unless otherwise specified in the applicable Prospectus Supplement, Events of Default with respect to Debt Securities of any series are defined in each Indenture as being: (a) default for 30 days in payment of any interest on any Debt Security of that series or any coupon appertaining thereto or any additional amount payable with respect to Debt Securities of such series as specified in the applicable Prospectus Supplement when due and payable; (b) default in payment of principal, or premium, if any, at maturity or on redemption or otherwise, or in the making of a mandatory sinking fund payment of any Debt Securities of that series when due; (c) default for 60 days after notice to Federal-Mogul by the Trustee for such series, or to Federal-Mogul and the Trustee for such series by the holders of at least 25% in aggregate principal amount of the Debt Securities of such series then outstanding, in the performance of any covenant with respect to the Debt Securities of that series; (d) with respect to the Senior Indenture, default with respect to other indebtedness of Federal-Mogul for borrowed money in an aggregate principal amount of at least $25 million, which default shall constitute a failure to pay any portion of the principal when due and payable after the expiration of an applicable grace period with respect thereto or shall result in an acceleration thereof and such acceleration is not rescinded or annulled or such debt shall not be paid in full within 30 days after the written notice thereof to Federal-Mogul by the Trustee or to Federal-Mogul 9 and the Trustee by the holders of 25% in aggregate principal amount of the Debt Securities of such series then outstanding, provided that such Event of Default will be remedied, cured or waived if such default under such other agreement is remedied, cured or waived; and (e) certain events of bankruptcy, insolvency or reorganization of Federal-Mogul. (Section 5.1.) The definition of "Event of Default" in each Indenture specifically excludes a default under a secured debt under which the obligee has recourse (exclusive of recourse for ancillary matters such as environmental indemnities, misapplication of funds, costs of enforcement, etc.) only to the collateral pledged for repayment, and where the fair market value of such collateral does not exceed two percent of Total Assets (as defined in the Indenture) at the time of the default. Events of Default with respect to a specified series of Debt Securities may be added to the Indenture and, if so added, will be described in the applicable Prospectus Supplement. (Sections 3.1 and 5.1(7).) Each Indenture provides that the Trustee will, if it is known to a Responsible Officer of the Trustee, within 90 days after the occurrence of a Default with respect to the Debt Securities of any series, give to the holders of the Debt Securities of that series notice of all Defaults known to it unless such Default shall have been cured or waived; provided, that except in the case of a Default in payment on the Debt Securities of that series, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a committee of its Responsible Officers in good faith determines that withholding such notice is in the interests of the holders of the Debt Securities of that series. (Section 6.6.) "Default" means any event which is, or after notice or passage of time or both, would be, an Event of Default. (Section 1.1.) Each Indenture provides that the holders of a majority in aggregate principal amount of the Debt Securities of each series affected (with each such series voting as a class) may, subject to certain limited conditions, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee for such series, or exercising any trust or power conferred on such Trustee. (Section 5.8.) Each Indenture includes a covenant that Federal-Mogul will file annually with the Trustee a certificate as to Federal-Mogul's compliance with all conditions and covenants of such Indenture. (Section 9.6.) The holders of a majority in aggregate principal amount of any series of Debt Securities then outstanding by notice to the Trustee for such series may waive, on behalf of the holders of all Debt Securities of such series, any past Default or Event of Default with respect to that series and its consequences except a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on any Debt Security of such series, or except in respect of an Event of Default resulting from the breach of a covenant or provision of either Indenture which, pursuant to the applicable Indenture, cannot be amended or modified without the consent of the holders of each outstanding Debt Security of such series affected. (Section 5.7.) OPTION TO DEFER INTEREST PAYMENTS If provided in the applicable Prospectus Supplement, Federal-Mogul shall have the right at any time and from time to time during the term of the series of Debt Securities to defer the payment of interest for such number of consecutive interest payment periods as may be specified in the applicable Prospectus Supplement (each, an "Extension Period"), subject to the terms, conditions and covenants, if any, specified in such Prospectus Supplement, provided that such Extension Period may not extend beyond the stated maturity of the Debt Securities. Certain material United States Federal income tax consequences and special considerations applicable to any such Debt Securities will be described in the applicable Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, at the end of such Extension Period, Federal-Mogul shall pay all interest then accrued and unpaid together with interest thereon compounded semiannually at the rate specified for the Debt Securities to the extent permitted by applicable law ("Compound Interest"); provided, that during any such Extension Period, (a) Federal-Mogul shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of Federal-Mogul in connection with the satisfaction by Federal-Mogul of its obligations under any employee or agent benefit plans 10 or the satisfaction by Federal-Mogul of its obligations pursuant to any contract or security outstanding on the date of such event requiring Federal- Mogul to purchase capital stock of Federal-Mogul, (ii) as a result of a reclassification of Federal-Mogul's capital stock or the exchange or conversion of one class or series of Federal-Mogul's capital stock for another class or series of Federal-Mogul's capital stock, (iii) the purchase of fractional interests in shares of Federal-Mogul's capital stock pursuant to the conversion of exchange provisions of such capital stock or the security being conversed or exchanged, (iv) dividends or distributions in capital stock of Federal-Mogul (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan), (b) Federal-Mogul shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by Federal-Mogul that rank junior to the Debt Securities, and (c) Federal-Mogul shall not make any guarantee payments with respect to the foregoing. Prior to the termination of any such Extension Period, Federal-Mogul may further defer payments of interest by extending the interest payment period; provided, however, that, such Extension Period, including all such previous and further extensions, may not extend beyond the maturity of the Debt Securities. Upon the termination of any Extension Period and the payment of all amounts then due, Federal-Mogul may commence a new Extension Period, subject to the terms set forth in this section. No interest during an Extension Period, except at the end thereof, shall be due and payable, but Federal-Mogul may prepay at any time all or any portion of the interest accrued during an Extension Period. Federal-Mogul has no present intention of exercising its right to defer payments of interest by extending the interest payment period on the Debt Securities. Federal-Mogul shall give the holders of the Debt Securities notice of its selection of such Extension Period ten Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date upon which Federal-Mogul is required to give notice to the New York Stock Exchange (or other applicable self-regulatory organization) or to holders of the Debt Securities of the record or payment date of such related interest payment. MODIFICATION OF THE INDENTURES Unless otherwise specified in the applicable Prospectus Supplement, each Indenture contains provisions permitting Federal-Mogul and the Trustee to enter into one or more supplemental indentures without the consent of the holders of any of the Debt Securities in order (i) to evidence the succession of another corporation to Federal-Mogul and the assumption of the covenants and obligations of Federal-Mogul by a successor to Federal-Mogul; (ii) to add to the covenants of Federal-Mogul or to surrender any right or power of Federal-Mogul; (iii) to add additional Events of Default with respect to any series of Debt Securities; (iv) to add or change any provisions to such extent as necessary to facilitate the issuance of Debt Securities in bearer form or to facilitate the issuance of Debt Securities in global form; (v) to add, change or eliminate any provision affecting only Debt Securities not yet issued; (vi) to secure the Debt Securities; (vii) to establish the form or terms of Debt Securities; (viii) to evidence and provide for successor Trustees; (ix) if allowed without penalty under applicable laws and regulations, to permit payment in respect of Debt Securities in bearer form in the United States; (x) to correct any defect or supplement any inconsistent provisions or to make any other provisions with respect to matters or questions arising under such Indenture, provided that such action does not adversely affect the interests of the holders of Debt Securities of any series; or (xi) to cure any ambiguity or correct any mistake. The Subordinated Indenture also permits Federal-Mogul and the Trustee thereunder to enter into such supplemental indentures to modify the subordination provisions contained in the Subordinated Debenture except in a manner adverse to any outstanding Debt Securities. (Section 8.1.) Unless otherwise specified in the applicable Prospectus Supplement, each Indenture also contains provisions permitting Federal-Mogul and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the outstanding Debt Securities affected by such supplemental indenture (with the Debt Securities of each series voting as a class), to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such Indenture or any supplemental indenture or modifying the rights of the holders of Debt Securities of such series, except that, without the consent of the holder of each Debt Security so affected, no such supplemental indenture may: (i) change the time for payment of principal or premium, if any, or interest, if any, on any Debt Security; (ii) reduce the principal of, or the rate of interest, or premium, if any, 11 on any Debt Security, or change the manner in which the amount of any of the foregoing is determined; (iii) reduce the amount of premium, if any, payable upon the redemption of any Debt Security; (iv) reduce the amount of principal payable upon acceleration of the maturity of any Original Issue Discount Security or Indexed Security; (v) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security; (vi) reduce the percentage in principal amount of the outstanding Debt Securities affected thereby, the consent of whose holders is required for modification or amendment of such Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; (viii) change the obligation of Federal-Mogul to maintain an office or agency in the places and for the purposes specified in such Indenture; (ix) modify the provisions relating to the subordination of outstanding Debt Securities of any series in a manner adverse to the holders thereof; or (x) modify the provisions relating to waiver of certain defaults or any of the foregoing provisions. (Section 8.2.) SUBORDINATION UNDER THE SUBORDINATED INDENTURE The Subordinated Indenture provides that any Subordinated Debt Securities issued thereunder are subordinate and junior in right of payment to all Senior Indebtedness to the extent provided in the Subordinated Indenture. (Section 12.1 of the Subordinated Indenture.) The Subordinated Indenture defines the term "Senior Indebtedness" as: (i) all indebtedness of Federal-Mogul, whether outstanding on the date of the Subordinated Indenture or thereafter created, incurred or assumed, that is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities; (ii) any indebtedness of others of the kinds described in the preceding clause (i) for the payment of which Federal-Mogul is responsible or liable as guarantor or otherwise; and (iii) amendments, renewals, extensions and refundings of any such indebtedness. The Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. Senior Indebtedness does not include (A) any indebtedness of Federal-Mogul to any of its subsidiaries, (B) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business, and (C) any indebtedness which by its terms is expressly made pari passu with or subordinated to the Subordinated Debt Securities. (Section 12.2 of the Subordinated Indenture.) If (i) Federal-Mogul defaults in the payment of any principal, or premium, if any, or interest, if any, on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or declaration or otherwise or (ii) an event of default occurs with respect to any Senior Indebtedness permitting the holders thereof to accelerate the maturity thereof and written notice of such event of default (requesting that payments on Subordinated Debt Securities cease) is given to Federal-Mogul by the holders of Senior Indebtedness, then unless and until such default in payment or event of default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities, by set-off or otherwise) shall be made or agreed to be made on account of the Subordinated Debt Securities or interest thereon or in respect of any repayment, redemption, retirement, purchase or other acquisition of Subordinated Debt Securities. (Section 12.4 of the Subordinated Indenture.) In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to Federal-Mogul, its creditors or its property, (ii) any proceeding for the liquidation, dissolution or other winding-up of Federal-Mogul, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by Federal-Mogul for the benefit of creditors, or (iv) any other marshalling of the assets of Federal-Mogul, all Senior Indebtedness (including, without limitation, interest accruing after the commencement of any such proceeding, assignment or marshalling of assets) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made by Federal-Mogul on account of Subordinated Debt Securities. In any such event, any payment or distribution, whether in cash, securities or other property (other than securities of Federal-Mogul or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinate, at least to the extent provided in the subordination provisions of the Subordinated Indenture with 12 respect to the indebtedness evidenced by Subordinated Debt Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for the subordination provisions) be payable or deliverable in respect of Subordinated Debt Securities (including any such payment or distribution which may be payable or deliverable by reason of the payment of any other indebtedness of Federal-Mogul being subordinated to the payment of Subordinated Debt Securities) shall be paid or delivered directly to the holders of Senior Indebtedness, or to their representative or trustee, in accordance with the priorities then existing among such holders until all Senior Indebtedness shall have been paid in full. (Section 12.3 of the Subordinated Indenture.) No present or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by Subordinated Debt Securities by any act or failure to act on the part of Federal-Mogul. (Section 12.9 of the Subordinated Indenture.) Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. After all Senior Indebtedness has been paid in full and until the Subordinated Debt Securities are paid in full, the holders of Subordinated Debt Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive distributions applicable to the Senior Indebtedness to the extent that distributions otherwise payable to the holders of Subordinated Debt Securities have been applied to the payment of Senior Indebtedness, and such payments or distributions received by any holder of Subordinated Debt Securities, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between Federal-Mogul and its creditors other than the holders of Senior Indebtedness, on the one hand, and the holders of Subordinated Debt Securities, on the other, be deemed to be a payment by Federal-Mogul on account of Senior Indebtedness, and not on account of Subordinated Debt Securities. (Section 12.7 of the Subordinated Indenture.) The Subordinated Indenture provides that the foregoing subordination provisions, insofar as they relate to any particular issue of Subordinated Debt Securities, may be changed prior to such issuance. Any such change would be described in the applicable Prospectus Supplement relating to such Subordinated Debt Securities. DEFEASANCE AND COVENANT DEFEASANCE If indicated in the applicable Prospectus Supplement, Federal-Mogul may elect either (i) to defease and be discharged from any and all obligations with respect to the Debt Securities of or within any series (except as otherwise provided in the relevant Indenture) ("defeasance") or (ii) to be released from its obligations with respect to certain covenants applicable to the Debt Securities of or within any series ("covenant defeasance"), upon the deposit with the relevant Trustee (or other qualifying trustee), in trust for such purpose, of money and/or Government Obligations which through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, without reinvestment, to pay the principal of and any premium or interest on such Debt Securities to Maturity or redemption, as the case may be, and any mandatory sinking fund or analogous payments thereon. As a condition to defeasance or covenant defeasance, Federal-Mogul must deliver to the Trustee an Opinion of Counsel to the effect that the Holders of such Debt Securities will not recognize income, gain or loss for United States Federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred. Such Opinion of Counsel, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable Federal income tax law occurring after the date of the relevant Indenture. (Article 4.) If indicated in the applicable Prospectus Supplement, in addition to obligations of the United States or an agency or instrumentality thereof, Government Obligations may include obligations of the government or an agency or instrumentality of the government issuing the currency or currency unit in which Debt Securities of such series are payable. (Section 3.1.) In addition, with respect to the Subordinated Indenture, in order to be discharged, no event or condition shall exist that, pursuant to certain provisions described under "--Subordination under the Subordinated 13 Indenture" above, would prevent Federal-Mogul from making payments of principal of (and premium, if any) and interest, if any, on Subordinated Debt Securities at the date of the irrevocable deposit referred to above. (Section 4.6(i) of the Subordinated Indenture.) Federal-Mogul may exercise its defeasance option with respect to such Debt Securities notwithstanding its prior exercise of its covenant defeasance option. If Federal-Mogul exercises its defeasance option, payment of such Debt Securities may not be accelerated because of an Event of Default. (Section 4.4.) If Federal-Mogul exercises its covenant defeasance option, payment of such Debt Securities may not be accelerated by reason of a Default or an Event of Default with respect to the covenants to which such covenant defeasance is applicable. However, if such acceleration were to occur by reason of another Event of Default, the realizable value at the acceleration date of the money and Government Obligations in the defeasance trust could be less than the principal and interest then due on such Debt Securities, in that the required deposit in the defeasance trust is based upon scheduled cash flow rather than market value, which will vary depending upon interest rates and other factors. THE TRUSTEES Unless otherwise specified in the applicable Prospectus Supplement, The Bank of New York will be the Trustee under the Senior Indenture and under the Subordinated Indenture. Federal-Mogul may also maintain banking and other commercial relationships with each of the Trustees and their affiliates in the ordinary course of business. DESCRIPTION OF PREFERRED STOCK AND COMMON STOCK In general, the classes of authorized capital stock are afforded preferences with respect to dividends and liquidation rights in the order listed above. The Board of Directors of Federal-Mogul is empowered, without approval of the shareholders, to cause the Preferred Stock to be issued in one or more series, with the numbers of shares of each series and the rights, preferences and limitations of each series to be determined by it including, without limitation, the dividend rights, conversion rights, redemption rights and liquidation preferences, if any, of any wholly unissued series of Preferred Stock (or of the entire class of Preferred Stock if none of such shares have been issued), the number of shares constituting each such series and the terms and conditions of the issue thereof. The descriptions set forth below do not purport to be complete and are qualified in their entirety by reference to the Restated Articles of Incorporation. The Prospectus Supplement relating to an offering of Common Stock will describe terms relevant thereto, including the number of shares offered, the initial offering price, market price and dividend information. PREFERRED STOCK The applicable Prospectus Supplement will describe the following terms of any Preferred Stock in respect of which this Prospectus is being delivered (to the extent applicable to such Preferred Stock): (i) the specific designation, number of shares, seniority and purchase price; (ii) any liquidation preference per share; (iii) any date of maturity; (iv) any redemption, repayment or sinking fund provisions; (v) any dividend rate or rates (which may be fixed or variable) and the dates on which any such dividends will be payable and the dates from which such dividends shall accrue (or the method by which such rates or dates will be determined); (vi) any voting rights; (vii) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which such Preferred Stock is denominated and/or in which payments will or may be payable; (viii) the method by which amounts in respect of such Preferred Stock may be calculated and any commodities, currencies or indices, or value, rate or price, relevant to such calculation; (ix) whether the Preferred Stock is convertible or exchangeable and, if so, the securities or rights into which such Preferred Stock is convertible or exchangeable (which may include other Preferred Stock, Debt Securities, Common Stock or other securities or rights of Federal-Mogul (including rights to receive payment in cash or securities based on the value, 14 rate or price of one or more specified commodities, currencies or indices) or a combination of the foregoing), and the terms and conditions upon which such conversions or exchanges will be effected, including the initial conversion or exchange prices or rates, the conversion or exchange period and any other related provisions; (x) the place or places where dividends and other payments on the Preferred Stock will be payable; and (xi) any additional dividend, liquidation, redemption and other rights, preferences, privileges, limitations and restrictions. All shares of Preferred Stock offered hereby, or issuable upon conversion, exchange or exercise of Securities, will, when issued, be fully paid and non- assessable. COMMON STOCK The holders of Common Stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefor. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders and do not have cumulative voting rights. Holders of Common Stock are entitled to receive, upon any liquidation of Federal-Mogul, all remaining assets available for distribution to shareholders after satisfaction of Federal-Mogul's liabilities and the preferential rights of any preferred stock that may then be issued and outstanding. All shares of Common Stock offered hereby, or issuable upon conversion, exchange or exercise of Securities, will, when issued, be fully paid and non-assessable. The Common Stock is listed on the NYSE. The holders of Common Stock have no preemptive, conversion or redemption rights. The registrar and transfer agent for the Common Stock is The Bank of New York. CERTAIN PROVISIONS The Restated Articles of Incorporation and Bylaws of Federal-Mogul and the Rights Agreement contain provisions, summarized below, that could have the effect of delaying, deterring or preventing a change of control of Federal- Mogul. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Restated Articles of Incorporation and Bylaws and the Rights Agreement. Federal-Mogul's Articles of Incorporation Federal-Mogul's Restated Articles of Incorporation provide that the approval of a business combination (as hereinafter defined) requires (in addition to any other vote that may be required) the affirmative vote of at least a majority of the outstanding shares of preferred stock entitled to vote thereon and Common Stock, voting as a single class. In addition, (a) where the Restated Articles of Incorporation require the approval of the holder of the preferred stock or one or more series thereof considered as a separate class, such business combination shall also require the affirmative vote of at least a majority of the outstanding shares of the preferred stock of such series thereof considered as a separate class that are not owned by an Interested Shareholder (as hereinafter defined) and (b) where applicable law requires that a transaction be approved by any class or series of Federal-Mogul's stock or any combination thereof considered as a single class, such transaction shall also require the affirmative vote of at least a majority of the shares of each such class or series or combination considered as a single class that are not owned by the Interested Shareholder. The voting requirements set forth in the previous paragraph shall not apply to any business combination if (a) Federal-Mogul's Board of Directors includes at least one member who was a duly elected and acting member of the Board of Directors (each being a "Disinterested Director") prior to the time the Interested Shareholder involved became an Interested Shareholder and such business combination has been approved by a majority of the Disinterested Directors and by a majority of the entire Board of Directors, (b) the aggregate amount of the cash and the fair market value of consideration other than cash to be received per share by holders of Common Stock in such business combination shall be at least equal to the Specified Price (as hereinafter defined) or (c) such business combination has been unanimously approved by the Board of Directors and the Board has, in the faithful exercise of its fiduciary duties to the holders of Common Stock, unanimously and expressly determined that the aggregate amount of the cash and the fair market value of the consideration other than cash to be received 15 per share by holders of Common Stock in such business combination, although less than the Specified Price, is nonetheless fair to all holders of Common Stock. As used above: "business combination" means (a) any merger or consolidation of Federal- Mogul and any subsidiary with or into any Interested Shareholder or any corporation which after such merger or consolidation would be an affiliate of an Interested Shareholder, (b) any sale lease exchange, mortgage, pledge, transfer or other disposition to any Interested Shareholder or its affiliate of assets of Federal-Mogul or any subsidiary having a fair market value of $1 million or more (except in the ordinary course of business and on an arm's-length basis), (c) the issuance or transfer by Federal-Mogul or any subsidiary (in one transaction or a series of related transactions) of any securities of Federal-Mogul or a subsidiary to any Interested Shareholder or its affiliate for cash, securities or property having a fair market value of $1 million or more, (d) the adoption of any plan or proposal for the liquidation or dissolution of Federal-Mogul as a result of which any Interested Shareholder or its affiliate would receive any assets of Federal-Mogul other than cash or (e) any reclassification of securities (including any reverse stock split) or recapitalization of Federal-Mogul or merger or consolidation of Federal-Mogul with any subsidiary or any similar transaction (whether or not with an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportion of outstanding shares of any equity security of Federal-Mogul or a subsidiary directly owned by an Interested Shareholder or its affiliate. "Interested Shareholder" means a person who on the record date for determining the shareholders entitled to vote on a business combination is (a) the beneficial owner of 10% or more of the outstanding shares of Common Stock, (b) an affiliate of Federal-Mogul and within two years prior to such record date beneficially owned 10% or more of the then outstanding shares of Common Stock or (c) an assignee or other successor to any shares of capital stock of Federal-Mogul which were within two years prior thereto beneficially owned by an Interested Shareholder and such assignment or succession shall have occurred in one or more transactions not involving a public offering. "Specified Price" means the highest of (a) the highest per share price paid or agreed to be paid by such Interested Shareholder to acquire beneficial ownership of any shares of Common Stock within the two-year period prior to the consummation of the business combination; (b) the per share book value of the Common Stock at the end of the fiscal month immediately preceding the consummation of such business combination; and (c) if the Common Stock of the Interested Shareholder is publicly traded, the price per share equal to the earnings per share of Common Stock for the four full consecutive fiscal quarters immediately preceding the record date for solicitation of votes on such business combination (or, if votes are not solicited on such business combination, immediately preceding the consummation of such business combination) multiplied by the ratio (if any) of the highest published sale price of the Interested Shareholder's common stock during its four fiscal quarters immediately preceding such date, to the earnings per share of common stock of the Interested Shareholder for such four fiscal quarters. Federal-Mogul's Bylaws Federal-Mogul's Bylaws contain provisions that govern nominations of directors by shareholders and presentation of business by shareholders for consideration at the annual meeting of shareholders. Generally, a shareholder must give notice of such nomination or business within 60 to 90 days prior to such meeting, giving specified information as to the shareholder and as to the person nominated and the business proposed to be brought before the meeting. Preferred Share Purchase Rights In 1988, Federal-Mogul's Board of Directors authorized the distribution of one Preferred Share Purchase Right (a "Right") for each outstanding share of Common Stock. Each Right entitles the holder thereof to buy 16 one-half of one one-hundredth of a share of Series B Junior Participating Preferred Stock at a price of $70.00. The Rights are governed by the Rights Agreement. As distributed, the Rights trade together with the Common Stock. They may be exercised or traded separately only after the earlier to occur of: (i) 10 days following a public announcement that a person or group of persons has obtained the right to acquire 10% or more of the outstanding Common Stock (20% in the case of certain institutional investors), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors) following the commencement or announcement of an intent to make a tender offer or exchange offer which would result in beneficial ownership by a person or group of persons of 10% or more of the outstanding Common Stock. If the acquiring person or group of persons acquires 10% or more of the Common Stock, each Right (other than those held by the acquirer) will entitle its holder to purchase, at the Right's exercise price, shares of Common Stock having a market value of twice the Right's exercise price. Additionally, if Federal- Mogul is acquired in a merger or other business combination, each Right (other than those held by the surviving or acquiring company) will entitle its holder to purchase, at the Right's exercise price, shares of the acquiring company's stock (or Common Stock of Federal-Mogul if it is the surviving corporation) having a market value of twice the Right's exercise price. Rights may be redeemed at the option of the Board of Directors for $0.005 per Right at any time before a person or group or persons acquires 10% or more of Federal-Mogul's Common Stock. The Board may amend the Rights at any time without shareholder approval. The Rights will expire by their terms on November 14, 1998. The Rights have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that attempts to acquire Federal- Mogul in a manner that causes the Rights to become exercisable. Federal-Mogul believes, however, that the Rights would neither affect any prospective offeror willing to negotiate with the Board of Directors of Federal-Mogul nor interfere with any merger or other business combination approved by the Board of Directors. 17 SELLING SHAREHOLDERS The following table sets forth certain information concerning the beneficial ownership of Common Stock held by the Selling Shareholders, as of May 12, 1998. As of such date, none of the Selling Shareholders holds greater than 1% of the shares of the Company's outstanding Common Stock.
NUMBER OF SHARES BENEFICIALLY OWNED AS OF NAME MAY 12, 1998(1) ---- ------------------- Robert J. Morris Revocable Trust UAD 2/16/83................ 69,075 Ellen J. Morris............................................. 97,353 Bruce E. Morris............................................. 113,287 Richard A. Morris Business Trust............................ 85,927 Morris 1992 Gift Trust for Ellen UAD 12/10/92............... 16,116 Morris 1992 Gift Trust for Bruce UAD 12/10/92............... 16,116 Morris 1992 Gift Trust for Richard UAD 12/10/92............. 16,116 Robert J. Morris Trust UAD 7/26/65.......................... 90,986 Morris Meridian Trust for Ellen UAD 3/1/96.................. 41,442 Morris Meridian Trust for Richard UAD 3/1/96................ 41,442 Elliot Lehman Trust 5/87.................................... 57,930 Frances M. Lehman Trust 5/87................................ 99,372 E. Lehman 15 Year Income Trust.............................. 3,178 F. Lehman 15 Year Income Trust.............................. 4,104 Kenneth A. Lehman 1996 E. Family Trust 6/96................. 3,213 Kenneth A. Lehman 1996 F. Family Trust 6/96................. 3,213 Paul Lehman 1996 E. Family Trust 6/96....................... 3,213 Paul Lehman 1996 F. Family Trust 6/96....................... 3,213 Kay L. Schlozman 1996 E. Family Trust 6/96.................. 3,213 Kay L. Schlozman 1996 F. Family Trust 6/96.................. 3,213 Kenneth A. Lehman........................................... 106,407 Lucy G. Lehman.............................................. 11,405 Paul A. Lehman.............................................. 98,514 Kenneth A. Lehman 1992 E Family Trust 12/92................. 121,016 Paul A. Lehman 1992 E Family Trust 12/92.................... 121,016 Kay Lehman 1992 E Family Trust 12/92........................ 121,016 Ronna Stamm................................................. 5,973 Kay Schlozman Children's Trust 12/82........................ 7,690 Schlozman Family Gift Trust 9/85............................ 14,456 Kay L. Schlozman 1997 Children's Trust 11/97................ 3,845 Daniel A. Schlozman Trust #1 12/81.......................... 61,265 Daniel A. Schlozman Trust #2 12/81.......................... 61,264 Schlozman 1994 Gift Trust for Julia......................... 5,922 Sylvia M. Radov............................................. 134,413 Lewis C. Weinberg Irrevocable Trust 8/76.................... 54,994 DAW Family Trust 9/85....................................... 45,382 Daniel C. Weinberg Revocable Trust 7/97..................... 72,382 Carol Jung.................................................. 35,685 Kessler 1996 Gift for David................................. 1,323 Kessler 1996 Gift Trust for Daniel.......................... 1,438 DCW Family Trust 9/85....................................... 123,028 Lewis Weinberg Grandchildrens Gift Trust 12/82 Keith........ 11,788 Keith A. Kessler............................................ 23,921 Lewis Weinberg Grandchildrens Gift Trust 12/82 Arthur....... 11,788
18
NUMBER OF SHARES BENEFICIALLY OWNED AS OF NAME MAY 12, 1998(1) ---- ------------------- Arthur J. Kessler........................................... 33,025 Lewis Weinberg Grandchildrens Gift Trust 12/82 Eric......... 11,788 Eric J. Kessler Irrevocable Trust 12/77..................... 33,025 Lewis Weinberg Grandchildrens Gift Trust 12/82 Mindy........ 29,872 SMR-DAW Childrens Gift Trust for Mindy 12/82................ 6,319 Lewis Weinberg Grandchildrens Gift Trust 12/82 Brian........ 29,872 SMR-DAW Childrens Gift Trust for Brian 12/82................ 6,319 Sylvia MGP Trust for Daniel 06/96........................... 97,893 Weinberg 1992 Gift Trust for Daniel......................... 41,954 Sylvia 1992 Gift Trust for Barbara.......................... 102,185 Sylvia 1992 Gift Trust for David............................ 102,185 Sylvia 1992 Gift Trust for Daniel........................... 102,185 LCW-DCW Family Gift Trust 9/85.............................. 25,894 SMR-DCW Family Gift Trust 9/85.............................. 26,463 Lewis Weinberg Grandchildrens Gift Trust--Zachary........... 20,438 Zachary D. Weinberg Irrevocable Trust 12/81................. 3,144 Abigail Weinberg Trust 2/90................................. 21,825 Abigail Weinberg Annual Gift Trust 12/91.................... 1,757 Sylvia MGP Trust for David 6/96............................. 97,893 Sylvia MGP Trust for Barbara 6/96........................... 97,893 H&M Realty Corporation...................................... 216,584 McCormick Investments, Inc.................................. 81 McCormick Investments, LP................................... 7,926
- -------- (1) Assumes conversion of Series E Stock. The Selling Shareholders may from time to time offer and sell pursuant to this Prospectus and a Prospectus Supplement providing therefor, shares of Common Stock held by such Selling Shareholders. The shares of Common Stock that may be offered and sold by the Selling Shareholders will be acquired by such Selling Shareholders through conversion of Series E Stock received as part of the consideration received by them in the Federal-Mogul acquisition of Fel-Pro. Pursuant to the Registration Rights Agreement among Federal-Mogul and the Selling Shareholders. Federal-Mogul shall bear all expenses incident to Federal-Mogul's performance of or compliance with the Registration Rights Agreement, except that the Selling Shareholders will pay all underwriting discounts and commissions relating to their shares of Common Stock, brokerage fees, transfer taxes, and the fees and expenses of any counsel, accountants or other representatives retained by the Selling Shareholders, if any. The Selling Shareholders will be indemnified by Federal-Mogul against certain liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection therewith. 19 PLAN OF DISTRIBUTION Federal-Mogul may sell any of the Securities being offered hereby in any one or more of the following ways from time to time: (i) through agents; (ii) to or through underwriters; (iii) through dealers; or (iv) directly to purchasers. The Prospectus Supplement with respect to the Securities will set forth the terms of the offering of the Securities, including the name or names of any underwriters, dealers or agents; the purchase price of the Securities and the proceeds to Federal-Mogul from such sale; any underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents' compensation; any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchange on which such Securities may be listed. Any initial public offering price, discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Offers to purchase Securities may be solicited by agents designated by Federal-Mogul from time to time. Any such agent involved in the offer or sale of the Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by Federal-Mogul to such agent will be set forth, in the applicable Prospectus Supplement. Unless otherwise indicated in such Prospectus Supplement, any such agent will be acting on a reasonable best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, of the Securities so offered and sold. If Securities are sold by means of an underwritten offering, Federal-Mogul will execute an underwriting agreement with an underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement which will be used by the underwriters to make resales of the Securities in respect of which this Prospectus is delivered to the public. If underwriters are utilized in the sale of the Securities in respect of which this Prospectus is delivered, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriter at the time of sale. Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the Securities, unless otherwise indicated in the Prospectus Supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of Securities will be obligated to purchase all such Securities of a series if any are purchased. If a dealer is utilized in the sales of the Securities in respect of which this Prospectus is delivered, Federal-Mogul will sell such Securities to the dealer as principal. The dealer may then resell such Securities to the public at varying prices to be determined by such dealer at the time of resale. Any such dealer may be deemed to be an underwriter, as such term is defined in the Securities Act, of the Securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the Prospectus Supplement relating thereto. Offers to purchase Securities may be solicited directly by Federal-Mogul and the sale thereof may be made by Federal-Mogul directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale thereof. The terms of any such sales will be described in the Prospectus Supplement relating thereto. Agents, underwriters and dealers may be entitled under relevant agreements to indemnification or contribution by Federal-Mogul against certain liabilities, including liabilities under the Securities Act. 20 Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for, Federal-Mogul and its subsidiaries in the ordinary course of business. Securities may also be offered and sold, if so indicated in the applicable Prospectus Supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms ("remarketing firms"), acting as principals for their own accounts or as agents for Federal-Mogul. Any remarketing firm will be identified and the terms of its agreement, if any, with its compensation will be described in the applicable Prospectus Supplement. Remarketing firms may be deemed to be underwriters, as such term is defined in the Securities Act, in connection with the Securities remarketed thereby. Remarketing firms may be entitled under agreements which may be entered into with Federal-Mogul to indemnification or contribution by Federal-Mogul against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for Federal-Mogul and its subsidiaries in the ordinary course of business. If so indicated in the applicable Prospectus Supplement, Federal-Mogul may authorize agents, underwriters or dealers to solicit offers by certain types of institutions to purchase Securities from Federal-Mogul at the public offering prices set forth in the applicable Prospectus Supplement pursuant to delayed delivery contracts ("Contracts") providing for payment and delivery on a specified date or dates in the future. A commission indicated in the applicable Prospectus Supplement will be paid to underwriters, dealers and agents soliciting purchases of Securities pursuant to Contracts accepted by Federal-Mogul. The Selling Shareholders have informed the Company that, unless otherwise specified in a Prospectus Supplement, they intend to dispose of their shares of Common Stock offered hereby (the "Shares") through underwriters and that they will execute an underwriting agreement with an underwriter or underwriters at the time an agreement for such sale is reached. The names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement which will be used by the underwriters to make resales of the Shares in respect of which this Prospectus is delivered to the public. The Shares will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices determined by the underwriter at the time of sale. Shares may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by the managing underwriters. Unless otherwise indicated in the Prospectus Supplement, the underwriting agreement will provide that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters with respect to a sale of Shares will be obligated to purchase all such Shares if any are purchased. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE Federal-Mogul has filed with the Commission, pursuant to Section 13 of the Exchange Act: 1. Federal-Mogul's Annual Report on Form 10-K for the year ended December 31, 1997; 2. Federal-Mogul's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 3. Federal-Mogul's Current Reports on Form 8-K filed on January 13, 1998, March 11, 1998, March 23, 1998, April 7, 1998, April 17, 1998, May 14, 1998 and June 11, 1998; and 4. Federal-Mogul's Proxy Statement for the 1998 Annual Shareholders' Meeting, filed on April 21, 1998. All documents filed by Federal-Mogul with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this Prospectus and made a part hereof from the date of filing of such documents, except that the information required by Item 402 (i), (k) and (l) of Regulation S-K under the Securities Act and included in any such document is not incorporated herein. Any statement contained 21 in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or therein or in a subsequently filed document, that also is or is deemed to be incorporated by reference herein or therein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST DIRECTED TO: EDWARD W. GRAY, JR., ESQ., SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, FEDERAL-MOGUL CORPORATION, 26555 NORTHWESTERN HIGHWAY, SOUTHFIELD, MICHIGAN 48034 (TELEPHONE: (248) 354-7700). LEGAL MATTERS Unless otherwise indicated in the applicable Prospectus Supplement, the validity of Securities being offered hereby will be passed upon for Federal- Mogul by David M. Sherbin, Esq., Associate General Counsel of Federal-Mogul. Mr. Sherbin owns and holds options to purchase approximately 1,550 shares of Common Stock of Federal-Mogul. EXPERTS The consolidated financial statements and schedule of Federal-Mogul as of December 31, 1997 and for each of the three years in the period ended December 31, 1997 incorporated by reference herein have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements and schedule audited by Ernst & Young LLP are incorporated herein by reference in reliance on such reports given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of T&N as of December 31, 1997 and for each of the three years in the period ended December 31, 1997 incorporated by reference herein have been audited by KPMG Audit Plc, independent auditors, as set forth in their reports thereon included therein and incorporated herein by reference. Such consolidated financial statements audited by KPMG Audit Plc are incorporated herein by reference in reliance on their report given on their authority as experts in accounting and auditing. The financial statements of Fel-Pro as of December 28, 1997 and December 29, 1996 for each of the three years in the period ended December 28, 1997 incorporated by reference herein have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated by reference herein. Such financial statements audited by Ernst & Young LLP are incorporated herein by reference in reliance on such report given upon the authority of such firm as experts in accounting and auditing. 22 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The estimated expenses of issuance and distribution, other than underwriting discounts and commissions, expected to be incurred by the Registrant are as follows: Filing fee of Securities and Exchange Commission relating to registration statement...................................... $ 737,500 Fees and expenses of counsel for the Registrant.............. 450,000 Fee of accountants........................................... 100,000 Printing expenses............................................ 700,000 Miscellaneous................................................ 12,500 ---------- Total.................................................... $2,000,000 ==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY. Sections 561 through 571 of the Michigan Business Corporation Act (the "Act"), and Article XI of Federal-Mogul's Bylaws relate to the indemnification of Federal-Mogul's directors and officers, among others, in a variety of circumstances against Liabilities arising in connection with the performance of their duties. The Act permits indemnification of directors and officers acting in good faith and in a manner they reasonably believe to be in or not opposed to the best interests of Federal-Mogul or its shareholders (and, with respect to a criminal proceeding, if they have no reasonable cause to believe their conduct to be unlawful) against (i) expenses (including attorney's fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of Federal-Mogul) arising by reason of the fact that such person is or was a director or officer of Federal-Mogul (or with some other entity at Federal-Mogul's request) and (ii) expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action or suit by or in the right of Federal-Mogul, unless the director or officer is found liable to Federal-Mogul and an appropriate court does not determine that he or she is nevertheless fairly and reasonably entitled to indemnification. The Act requires indemnification for expenses to the extent that a director or officer is successful on the merits in defending against any such action, suit or proceeding, and otherwise requires in general that the indemnification provided for in (i) and (ii) above be made only on a determination by (a) a majority vote of a quorum of the Board of Directors who were not parties or threatened to be made parties to the action, suit or proceeding, (b) if a quorum cannot be obtained, by a majority vote of a committee duly designated by the Board and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit or proceeding, (c) by independent legal counsel, (d) by all independent directors who are not parties or threatened to be made parties to the action, suit or proceeding, or (e) by the shareholders (but shares held by directors or officers who are parties or are threatened to be made parties may not be voted). In certain circumstances, the Act further permits advances to cover such expenses before a final determination that indemnification is permissible, upon receipt of a written affirmation by the director or officer of their good-faith belief that they have met the applicable standard of conduct set forth in Sections 561 and 562 of the Act, receipt of a written undertaking by or on behalf of the director or officer to repay such amounts unless it shall ultimately be determined that they are entitled to indemnification and a determination that the facts then known to those making the advance would not preclude indemnification. Indemnification under the Act is not exclusive of other rights to indemnification to which a person may be entitled under Federal-Mogul's Articles of Incorporation, Bylaws, or a contractual agreement. The Act permits II-1 Federal-Mogul to purchase insurance on behalf of its directors and officers against liabilities arising out of their positions with Federal-Mogul whether or not such liabilities would be within the foregoing indemnification provisions. BYLAWS Under Federal-Mogul's Bylaws, Federal-Mogul is required to indemnify any person who was or is a party or is threatened to be made a party to or called as a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether formal or informal) and any appeal thereof (other than an action by or in the right of Federal-Mogul, a "derivative action") by reason of the fact that such person is, was or agreed to become a director or officer of Federal-Mogul, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person was successful in defending such action, suit or proceeding, or otherwise if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Federal-Mogul or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except the indemnification extends only to expenses (including actual and reasonable attorneys' fees) and amounts paid in settlement incurred by the person in connection with such action and, where the person is found to be liable to Federal-Mogul, only if and to the extent that the court in which such action was brought determines that such person is fairly and reasonably entitled to such indemnification for the expenses which the court considers proper. Federal-Mogul's Bylaws provide that Federal-Mogul shall pay for the expenses incurred by an indemnified director or officer in defending the proceedings specified above, in advance of their final disposition, provided that if required by the Act, the person furnishes Federal-Mogul with an undertaking to reimburse Federal-Mogul if it is ultimately determined that such person is not entitled to indemnification. Federal-Mogul shall provide indemnification to any person who is or was serving at the request of Federal-Mogul as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, to the same degree as the foregoing indemnification of directors and officers. In addition, Federal-Mogul may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Federal-Mogul (or is serving or was serving at the request of Federal-Mogul in a position and at an entity listed in the preceding sentence) against any liability asserted against and incurred by such person in such capacity, or arising out of the person's status as such whether or not Federal-Mogul would have the power to indemnify the person against such liability under the provisions of Federal-Mogul's Bylaws. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE GUARANTORS Federal-Mogul's Bylaw provisions described above provide for indemnification for persons serving at the request of Federal-Mogul as director or officer of, or in certain other capacities in respect of, Guarantors. In addition, the following indemnification provisions are applicable. Michigan Federal-Mogul World Wide, Inc. and Federal-Mogul Global Properties, Inc. are organized under the laws of the State of Michigan. The indemnification provisions of the Michigan Business Corporation Act described in "Indemnification of directors and officers of the Company" above also relate to the directors and officers of Federal-Mogul World Wide, Inc. and Federal- Mogul Global Properties, Inc. Delaware Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc., Federal-Mogul U.K. Holdings Inc., Carter Automotive Company, Felt Products Mfg. Co., Fel-Pro Chemical Products, L.P. and Fel-Pro Management Co. are organized under the laws of the State of Delaware. Section 145 of Title 8 of the Delaware Code gives a II-2 corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The same Section also gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other Court shall deem proper. Also the Section states that, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense or any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Article Tenth of Fel-Pro Management Co.'s Certificate of Incorporation provides for the same indemnification as described above. Under Section 1 of Article IX of Felt Products Mfg. Co.'s Bylaws, Felt Products Mfg. Co. is required to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, to indemnify all officers and directors of the corporation. The indemnification authorized by the Bylaws will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under or through any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in the official capacity of those seeking indemnification and as to action in another capacity while holding such office, and will continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such persons. Nevada Federal Mogul Venture Corporation is organized under the laws of the State of Nevada. Pursuant to the Nevada General Corporation Laws a director or officer of Federal Mogul Venture Corporation shall not be personally liable to Federal Mogul Venture Corporation or its stockholders for damages for any breach of fiduciary duty as a director or officer, except for liability for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of Nevada Revised Statutes 78.300. In addition and under certain circumstances, Nevada Revised Statutes 78.751 and Federal Mogul Venture Corporation's Bylaws, provide for the indemnification of Federal Mogul Venture Corporation's officers, directors, employees, and agents against liabilities which they may incur in such capacities. In addition, under Article XI of Federal Mogul Venture Corporation's Bylaws, Federal Mogul Venture Corporation is required to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether formal or informal) and any appeal thereof (other than an action by or in the right of Federal Mogul Venture Corporation, a "derivative action") by reason of the fact that such person is or was a II-3 director or officer of Federal Mogul Venture Corporation, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person was successful in defending such action, suit or proceeding, or otherwise if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of Federal Mogul Venture Corporation or its shareholders, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except the indemnification extends only to expenses (including actual and reasonable attorneys' fees) and amounts paid in settlement incurred by the person in connection with such action and, where the person is found to be liable to Federal Mogul Venture Corporation, only if and to the extent that the court in which such action was brought determines that such person is fairly and reasonably entitled to such indemnification for the expenses which the court considers proper. Federal Mogul Venture Corporation's Bylaws provide that Federal Mogul Venture Corporation shall pay for the expenses incurred by an indemnified director or officer in defending the proceedings specified above, in advance of their final disposition, provided that the person furnishes Federal Mogul Venture Corporation with an undertaking to reimburse Federal Mogul Venture Corporation if it is ultimately determined that such person is not entitled to indemnification. Federal Mogul Venture Corporation shall provide indemnification to any person who is or was serving at the request of Federal Mogul Venture Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, to the same degree as the foregoing indemnification of directors and officers. In addition, Federal Mogul Venture Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of Federal Mogul Venture Corporation (or is serving or was serving at the request of Federal Mogul Venture Corporation in a position and at an entity listed in the preceding sentence) against any liability asserted against and incurred by such person in such capacity, or arising out of the person's status as such whether or not Federal Mogul Venture Corporation would have the power to indemnify the person against such liability under the provisions of Federal Mogul Venture Corporation's Bylaws or the laws of the State of Nevada. ITEM 16. EXHIBITS *1.1 Form of Shelf Underwriting Agreement relating to Debt and Equity Securities *1.2 Form of U.S. Purchase Agreement *1.3 Form of International Purchase Agreement *3.1 Federal-Mogul's Second Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to Federal- Mogul's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992) *3.2 Amendment to Federal-Mogul's Second Restated Articles of Incorporation, as amended *3.3 Federal-Mogul's Bylaws, as amended (filed as Exhibit 3.2 to Federal-Mogul's Form 10-K for the year ended December 31, 1997) **3.4 Federal-Mogul Dutch Holdings Inc.'s Certificate of Incorporation, as amended **3.5 Federal-Mogul Dutch Holdings Inc.'s Bylaws **3.6 Federal-Mogul Global Inc.'s Articles of Incorporation **3.7 Federal-Mogul Global Inc.'s Bylaws **3.8 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation, as amended **3.9 Federal-Mogul U.K. Holdings Inc.'s Bylaws
II-4 **3.10 Carter Automotive Company, Inc.'s Certificate of Incorporation **3.11 Carter Automotive Company, Inc.'s Bylaws **3.12 Federal Mogul Venture Corporation's Articles of Incorporation, as amended **3.13 Federal Mogul Venture Corporation's Bylaws **3.14 Federal-Mogul World Wide, Inc.'s Articles of Incorporation **3.15 Federal-Mogul World Wide, Inc.'s Bylaws **3.16 Federal-Mogul Global Properties, Inc.'s Articles of Incorporation **3.17 Federal-Mogul Global Properties, Inc.'s Bylaws **3.18 Felt Products Mfg. Co.'s Restated Certificate of Incorporation, as amended **3.19 Felt Products Mfg. Co.'s Bylaws **3.20 Fel-Pro Management Co.'s Certificate of Incorporation, as amended **3.21 Fel-Pro Management Co.'s Bylaws **3.22 Fel-Pro Chemical Products L.P.'s Certificate of Limited Partnership **3.23 Fel-Pro Chemical Products L.P.'s Limited Partnership Agreement *4.1 Form of Senior Indenture *4.2 Form of Subordinated Indenture 4.3 Form of Debt Security. The form or forms of such Debt Securities with respect to each particular offering will be filed as an exhibit subsequently included or incorporated by reference herein. 4.4 Form of Preferred Stock. Any amendment to the Company's Articles of Incorporation authorizing the creation of any series of Preferred Stock and setting forth the rights, preferences and designations thereof will be filed as an exhibit subsequently included or incorporated by reference herein. 4.5 Form of Guarantee. The form or forms of such Guarantees with respect to each particular offering will be filed as an exhibit subsequently included or incorporated by reference herein. *5 Opinion of David M. Sherbin, Esq. **5.1 Opinion of David E. Sherbin, Esq. regarding the validity of the Guarantees *12.1 Computation of Ratio of Earnings to Fixed Charges *12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends **23.1 Consent of Ernst & Young LLP **23.2 Consent of KPMG Audit Plc *23.3 Consent of David M. Sherbin, Esq. (included in his opinion filed as Exhibit 5) *23.4 Consent of Paul S. Lewis *23.5 Consent of Sir Geoffrey Whalen *24.1 Power of Attorney for Federal-Mogul (included on the signature page of the original filing) **24.2 Powers of Attorney of Guarantors (included on their respective signature pages herein) *25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indentures
- -------- *Previously filed as an exhibit to Registration Statement Number 333-50413. **Filed herewith. II-5 ITEM 17. UNDERTAKINGS The Undersigned registrants hereby undertake: A. to file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any fact or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in the paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. B. that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. D. that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. E. insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. F. that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. II-6 G. that, for purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. H. to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of such Act. II-7 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON THE 12TH DAY OF JUNE, 1998. Federal-Mogul Corporation /s/ David M. Sherbin By: _________________________________ David M. Sherbin Associate General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of June, 1998.
SIGNATURE TITLE --------- ----- * Chairman of the Board, President, Chief ___________________________________________ Executive Officer and Director (Principal Richard A. Snell Executive Officer) * Executive Vice President and Chief ___________________________________________ Financial Officer (Principal Financial Thomas W. Ryan Officer) * Vice President and Controller (Principal ___________________________________________ Accounting Officer) Kenneth P. Slaby * Director ___________________________________________ John J. Fannon * Director ___________________________________________ Roderick M. Hills * Director ___________________________________________ Antonio Madero * Director ___________________________________________ Robert S. Miller, Jr. * Director ___________________________________________ John C. Pope * Director ___________________________________________ Dr. Hugo Michael Sekyra
/s/ David M. Sherbin *By: ________________________________ David M. Sherbin, Attorney-in-fact II-8 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul Dutch Holdings Inc. /s/ Alan C. Johnson By: _________________________________ Name: Alan C. Johnson Title:President and Chief Executive Officer II-9 POWER OF ATTORNEY FEDERAL-MOGUL DUTCH HOLDINGS INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Alan C. Johnson Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- II-10 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul Global Inc. /s/ Alan C. Johnson Name: Alan C. Johnson By: __________________________________ Title: President and Chief Executive Officer II-11 POWER OF ATTORNEY FEDERAL-MOGUL GLOBAL INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Alan C. Johnson Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- II-12 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul U.K. Holdings Inc. /s/ Alan C. Johnson By: _________________________________ Name:Alan C. Johnson Title:President and Chief Executive Officer II-13 POWER OF ATTORNEY FEDERAL-MOGUL U.K. HOLDINGS INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Alan C. Johnson Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- II-14 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Carter Automotive Company /s/ Alan C. Johnson By: _________________________________ Name: Alan C. Johnson Title:President and Chief Executive Officer II-15 POWER OF ATTORNEY CARTER AUTOMOTIVE COMPANY KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Alan C. Johnson Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- II-16 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul Venture Corporation /s/ Alan C. Johnson By: _________________________________ Name: Alan C. Johnson Title:President and Chief Executive Officer II-17 POWER OF ATTORNEY FEDERAL-MOGUL VENTURE CORPORATION KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Alan C. Johnson Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Timothy W. Hefferon Director June 12, 1998 - ------------------------------------- /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- II-18 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul World Wide, Inc. /s/ Richard A. Snell By:__________________________________ Name: Richard A. Snell Title: President and Chief Executive Officer II-19 POWER OF ATTORNEY FEDERAL-MOGUL WORLD WIDE, INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURES TITLE DATE /s/ Richard A. Snell Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- II-20 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Federal-Mogul Global Properties, Inc. /s/ Thomas W. Ryan By:__________________________________ Name: Thomas W. Ryan Title: Vice President and Chief Financial Officer II-21 POWER OF ATTORNEY FEDERAL-MOGUL GLOBAL PROPERTIES, INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ James B. Carano Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ David A. Bozynski Director June 12, 1998 - ------------------------------------- /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------- /s/ James B. Carano Director June 12, 1998 - ------------------------------------- II-22 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Felt Products Mfg. Co. /s/ Thomas W. Ryan By: _________________________________ Name: Thomas W. Ryan Title: Vice President and Chief Financial Officer II-23 POWER OF ATTORNEY FELT PRODUCTS MFG. CO. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Richard A. Snell Chief Executive June 12, 1998 - ------------------------------------- Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------- Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------- (Principal Accounting Officer) /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------- /s/ Wilhelm A. Schmelzer Director June 12, 1998 - ------------------------------------- /s/ Richard A. Snell Director June 12, 1998 - ------------------------------------- II-24 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Fel-Pro Management Co. /s/ Thomas W. Ryan By:__________________________________ Name: Thomas W. Ryan Title: Vice President and Chief Financial Officer II-25 POWER OF ATTORNEY FEL-PRO MANAGEMENT CO. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Richard A. Snell Chief Executive Officer June 12, - ------------------------------------- (Principal Executive 1998 Officer) /s/ Thomas W. Ryan Chief Financial Officer June 12, - ------------------------------------- (Principal Financial 1998 Officer) /s/ David A. Bozynski Controller (Principal June 12, - ------------------------------------- Accounting Officer) 1998 /s/ Thomas W. Ryan Director June 12, - ------------------------------------- 1998 /s/ Wilhelm A. Schmelzer Director June 12, - ------------------------------------- 1998 /s/ Richard A. Snell Director June 12, - ------------------------------------- 1998 II-26 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SOUTHFIELD, STATE OF MICHIGAN, ON JUNE 12, 1998. Fel-Pro Chemical Products, L.P. By Fel-Pro Management Co., as General Partner /s/ Richard A. Snell By: ______________________________________ Name: Richard A. Snell Title: President and Chief Executive Officer II-27 POWER OF ATTORNEY FEDERAL-MOGUL WORLD WIDE, INC. KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DAVID A. BOZYNSKI, DAVID M. SHERBIN AND EDWARD W. GRAY, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY AND TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE /s/ Richard A. Snell Chief Executive June 12, 1998 - ------------------------------------ Officer (Principal Executive Officer) /s/ Thomas W. Ryan Chief Financial June 12, 1998 - ------------------------------------ Officer (Principal Financial Officer) /s/ David A. Bozynski Controller June 12, 1998 - ------------------------------------ (Principal Accounting Officer) /s/ Alan C. Johnson Director June 12, 1998 - ------------------------------------ /s/ Thomas W. Ryan Director June 12, 1998 - ------------------------------------ II-28 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 1.1 Form of Shelf Underwriting Agreement relating to Debt and Equity Securities 1.2 Form of U.S. Purchase Agreement 1.3 Form of International Purchase Agreement 3.1 Federal-Mogul's Second Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to Federal-Mogul's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992) 3.2 Amendment to Federal-Mogul's Second Restated Articles of Incorporation, as amended 3.3 Federal-Mogul's Bylaws, as amended (filed as Exhibit 3.2 to Federal- Mogul's Form 10-K for the year ended December 31, 1997) 3.4 Federal-Mogul Dutch Holdings Inc.'s Certificate of Incorporation, as amended 3.5 Federal-Mogul Dutch Holdings Inc.'s Bylaws 3.6 Federal-Mogul Global Inc.'s Articles of Incorporation 3.7 Federal-Mogul Global Inc.'s Bylaws 3.8 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation, as amended 3.9 Federal-Mogul U.K. Holdings Inc.'s Bylaws 3.10 Carter Automotive Company, Inc.'s Certificate of Incorporation 3.11 Carter Automotive Company, Inc.'s Bylaws 3.12 Federal Mogul Venture Corporation's Articles of Incorporation, as amended 3.13 Federal Mogul Venture Corporation's Bylaws 3.14 Federal-Mogul World Wide, Inc.'s Articles of Incorporation 3.15 Federal-Mogul World Wide, Inc.'s Bylaws 3.16 Federal-Mogul Global Properties, Inc.'s Articles of Incorporation 3.17 Federal-Mogul Global Properties, Inc.'s Bylaws 3.18 Felt Products Mfg. Co.'s Restated Certificate of Incorporation, as amended 3.19 Felt Products Mfg. Co.'s Bylaws 3.20 Fel-Pro Management Co.'s Certificate of Incorporation, as amended 3.21 Fel-Pro Management Co.'s Bylaws 3.22 Fel-Pro Chemical Products L.P.'s Certificate of Limited Partnership 3.23 Fel-Pro Chemical Products L.P.'s Limited Partnership Agreement 4.1 Form of Senior Indenture 4.2 Form of Subordinated Indenture 4.3 Form of Debt Security. The form or forms of such Debt Securities with respect to each particular offering will be filed as an exhibit subsequently included or incorporated by reference herein. 4.4 Form of Preferred Stock. Any amendment to the Company's Articles of Incorporation authorizing the creation of any series of Preferred Stock and setting forth the rights, preferences and designations thereof will be filed as an exhibit subsequently included or incorporated by reference herein. 4.5 Form of Guarantee. The form or forms of such Guarantees with respect to each particular offering will be filed as an exhibit subsequently included or incorporated by reference herein. 5 Opinion of David M. Sherbin, Esq.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 5.1 Opinion of David E. Sherbin, Esq. regarding the validity of the Guarantees 12.1 Computation of Ratio of Earnings to Fixed Charges 12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 23.1 Consent of Ernst & Young LLP 23.2 Consent of KPMG Audit Plc 23.3 Consent of David M. Sherbin, Esq. (included in his opinion filed as Exhibit 5) 23.4 Consent of Paul S. Lewis 23.5 Consent of Sir Geoffrey Whalen 24.1 Power of Attorney (included on the signature page of the original filing) 24.2 Powers of Attorney of Guarantors (included on their respective signature pages herein) 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as Trustee under the Indentures
EX-3.4 2 FEDERAL-MOGUL DUTCH HOLDINGS INC.'S CERTIFICATE EXHIBIT 3.4 AMENDMENT OF CERTIFICATE OF INCORPORATION CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION **** Federal-Mogul Dutch Holdings Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Federal-Mogul Dutch Holdings Inc., by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration of thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this Corporation be amended by adding Article 11 thereof so that, as amended said Article shall be amended and read as follows: 11. For so long as Federal-Mogul Corporation is a party to the Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of December 18, 1997, as such Credit Agreement may be subsequently amended, Federal-Mogul Dutch Holdings Inc. will comply with Section 10.10 of the Credit Agreement. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said Corporation upon written waiver of notice signed by all stockholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Thomas W. Ryan, its Vice President and CFO, this 9th day of March, 1998. /s/ Thomas W. Ryan ------------------------------- By: Thomas W. Ryan Title: Vice President and CFO CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL DUTCH HOLDINGS INC. 1. The name of the corporation is: Federal-Mogul Dutch Holdings Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington. County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is: fifty thousand shares (50,000) and the par value of each of such share is: One Dollar ($1.00) amounting in the aggregate to Fifty Thousand Dollars ($50,000). 5. The name and mailing address of the incorporator is as follows: Jennifer Evans Federal-Mogul Corporation 26555 Northwestern Highway Southfield, MI 48134 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the bylaws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number represent three-fourths in value of the creditors or class of creditors, and/or stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholder or class of stockholders, of this corporation, as the case may be, and also on this corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10 A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day January, 1998. /s/ Jennifer Evans --------------------------- Jennifer Evans EX-3.5 3 FEDERAL-MOGUL DUTCH HOLDINGS INC.'S BYLAWS EXHIBIT 3.5 BYLAWS OF FEDERAL-MOGUL DUTCH HOLDINGS INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of - ------------------------- Federal-Mogul Dutch Holdings Inc. (the "Corporation") shall be held on the fourth Wednesday in May of each year at the time stated in the notice of meeting, for the purpose of electing directors and for the transaction of such other business as may be determined by the Board of Directors or as otherwise properly may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday at the place of meeting, such meeting shall be held on the next succeeding business day. Section 2. Special Meetings. Special meetings of the shareholders may be called - --------------------------- by the Chairman of the Board, or by the President, or by the Board of Directors, or by the holders of not less than twenty percent of all the outstanding shares of the Corporation entitled to vote. Section 3. Place of Meeting. The Board of Directors may designate any place - --------------------------- either within or without the State of Delaware as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors. If no designation is made or if a special meeting be called otherwise than by the Board of Directors, the place of meeting shall be the headquarters of the Corporation in the State of Michigan. Section 4. Notice of Meetings. Written or printed notice stating the time, place - ----------------------------- and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the directors or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Adjourned Meetings. Notice need not be given of an adjourned meeting - ----------------------------- of shareholders if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting only such business may be transacted as might have been transacted at the original meeting. If after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at the meeting. Section 6. Voting Lists. It shall be the duty of the officer or agent who shall - ----------------------- have charge of the stock transfer books for shares of the Corporation to make and certify a complete list of the shareholders entitled to vote at a shareholder's meeting or any adjournment thereof, arranged in alphabetical order within each class and series, with the addresses of, and the number of shares up held by, each shareholder. Such list shall be produced at the time and place of the meeting, shall be subject to the inspection by any shareholder during the whole time of the meeting, and shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote in person or by proxy at such meeting. Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a - ----------------- majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. Section 8. Manner of Acting. The election of directors shall be determined by a - --------------------------- plurality of the votes thereon or their proxies. Except as otherwise provided by law, or by the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast by the holders of shares entitled to vote thereon or their proxies. ARTICLE I Directors Section 1. General Powers. The business and affairs of the Corporation shall be - ------------------------- managed by its Board of Directors, except as otherwise provided by law or by the Articles of Incorporation. Section 2. Number, Tenure and Qualifications. The number of directors of the - -------------------------------------------- Corporation shall be as determined from time to time by the Board of Directors but shall not be less than two nor more than eleven. Each director shall hold office for the term for which he is named or elected and until his successor shall have been elected and qualified, or until his resignation or removal. Section 3. Annual Meetings. The newly elected Board of Directors shall meet - -------------------------- immediately following the annual meeting of shareholders at the place where such annual shareholders meeting is held for the purpose of the organization of the Board, the election of officers, and the transactions of such other business as may properly come before the meeting, and no notice of such meeting shall be necessary. Section 4. Regular Meeting. Regular meetings of the Board of Directors may be - -------------------------- held without notice at such times and at such places, within or without the State of Delaware, as shall from time to time be determined by the Board. Section 5. Special Meetings. Special Meetings of the Board of Directors may be - --------------------------- called by the Chairman of the Board, the President or a majority of the directors, and shall be called at the request of any two directors. Such meetings, if called by the Chairman of the Board, the President or by a majority of the directors may be held at such place within or without the State of Delaware as the Chairman of the Board, the President or as a majority of the Board of Directors may from time to time determine. If any such special meetings are called other than by the 2 Chairman of the Board, the President or a majority of the Board of Directors, they shall be held at the headquarters of the Corporation in the State of Michigan unless otherwise consented to in writing by all of the directors or unless previous nuclear attack prevents the holding of a meeting at such place, in which case such meeting shall be held as close to such registered office as possible. Section 6. Notice. Notice of any special meeting of directors shall be given by or at the direction of the Chairman of the Board, the President, the Secretary or the directors calling the meeting by written notice delivered personally or mailed to each director at his business address, by telegram or by facsimile. If mailed, such notice shall be given at least four days prior to the meeting and shall be deemed to be given when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram or facsimile, such notice shall be given at least twenty-four hours prior to the meeting and shall be deemed to be given when the telegram is delivered to the telegraph company or successful transmission of facsimile. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A director may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute attendance at any meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The vote of the majority of directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless a larger number is required by law, the Articles of Corporation or these Bylaws. Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining members of the Board though less than a quorum. Such vacancies may be filled for a term of office continuing only until the next election of Directors by the Shareholders. Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, adopt by a majority of directors then in office, a fixed sum and expenses of attendance, if any may be allowed for attendance at each meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any capacity other than as a director or officer and receiving compensation therefor. Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, and may designate one or more directors as 3 alternate members of a committee to replace an absent or disqualified member at a committee meeting. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may by unanimous vote appoint another director to act at the meeting in the place of such absent or disqualified member. Committees and each member thereof shall serve at the pleasure of the Board. To the extent provided by the resolution of the Board of Directors a committee shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Corporation. ARTICLE III Officers Section 1. Number. The Board of Directors shall elect a Chairman of the Board, a President, a Secretary and a Treasurer, and may elect a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may deem necessary for the transaction of the business of the Corporation. No one of the said officers except the Chairman of the Board and the Vice Chairman of the Board need be a director. Two or more of the above offices except those of President and Vice President may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders subject to the power of the Board of Directors to designate any office at any time and elect any person thereto. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified or until his resignation or removal. Section 3. Removal and Resignations. Any officer or agent may be removed by the Board of Directors with or without cause. An officer may resign by written notice to the Corporation. Such resignations shall be effective upon receipt by the Corporation or at a subsequent time specified in the notice of resignation. Section 4. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason. Section 5. Authority of Officers, Agents and Employees. Generally, Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all officers, agents and employees of the Corporation shall have such powers and perform such duties as from time to time may be 4 prescribed by the Board of Directors, or the Chairman of the Board. However, unless specifically authorized by resolution of the Board of Directors, a person who is not an officer of the Corporation shall have no authority to execute on its behalf any (1) contract for the purchase or sale of lands or buildings, (2) deed, (3) lease of lands or buildings, (4) mortgage, (5) instrument creating any lien on the personal or real property of the Corporation or (6) contract or other instrument not entered into in the ordinary course of business. Section 6. The Chairman of the Board, The Vice Chairman of the Board and the President. In addition to the powers and duties elsewhere herein conferred or provided for, the Chairman of the Board, the Vice Chairman of the Board and the President shall have the following powers and duties subject to the direction and under the supervision of the board of Directors. The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if such office shall be created, shall so preside. The President shall preside at meetings of the Board of Directors and of the shareholders in the absence of the Chairman of the Board and any Vice Chairman of the Board. Section 7. The Secretary. In addition to the powers and duties elsewhere herein conferred or provided for, the Secretary shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. He shall attend all meetings of the Board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for the purpose. He shall perform like duties for all directors' committees when required. He shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been dully authorized. He shall cause to be kept records containing the names and addresses of all shareholders of the Corporation, the number, class and series of shares held by each and the dates when they respectively became shareholders of record thereof at the headquarters of the Corporation or at the office of its transfer agent within or without the State of Delaware. In general, he shall perform the duties usually incident to the office of Secretary. At any meeting of the shareholders or Board of Directors at which the Secretary is not present a Secretary Pro Tempore or Clerk of the meeting may be appointed by the meeting. Section 8. The Treasurer. In addition to the powers and duties elsewhere herein conferred or provided for, the Treasurer shall have the following powers and duties subject to the direction and under the control of the Board of Directors and the Chairman of the Board. He shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Director, and, in general, he shall perform the duties usually incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall furnish the corporation with a proper bond, in a sum and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, 5 papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the Corporation. Section 9. Assistant Secretaries and Assistant Treasurers. In addition to the powers and duties elsewhere herein conferred or provided for, Assistant Secretaries and Assistant Treasurers shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. Any Assistant Secretary or Assistant Treasurer may act as the Secretary or Treasurer, respectively, in the case of the sickness, disability or temporary absence of the Secretary or Treasurer, as the case may be. In addition, any Assistant Secretary shall have the authority to cause the seal of the Corporation to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been duly authorized whether or not the Secretary is sick, disabled or absent. ARTICLE IV Fixing Record Date In order to determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof; or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholder shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE V Loans, Checks, Deposits, etc. Section 1. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 2. Checks. Drafts. etc. All checks, drafts, or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers, employees, or agents of the Corporation and in such manner as shall from time to time be determined by or pursuant to and in accordance with general or specific resolutions of the Board of Directors. 6 Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Such selection shall be by or pursuant to and accordance with a general or specific resolution of the Board of Directors. ARTICLE VI Certificates for Shares Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form conforming to applicable laws as may be determined by the Board of Directors and shall be signed by or in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number, and class and series of shares represented by such certificate. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer has signed or whose facsimile signature has been places upon a certificate ceases to be such officer before such certificate is issued it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Section 2. Lost Certificate. If a certificate of stock be lost or destroyed, a new certificate of the identical tenor of the one alleged to be lost or destroyed may be issued upon satisfactory proof of such loss or destruction, and, if required by the Board of Directors, the giving of a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged lost or destroyed certificate or the issuance of such a new certificate. Section 3. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or transfer agent of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of the certificates for shares. It may appoint one or more transfer agents or registrars or both, and may require all certificates to bear the signature of either or both. Section 5. Elimination of Certificates for Stock. The Corporation may by resolution of the Board of Directors eliminate certificates representing shares of the Corporation and provide for such other methods of recording, noticing ownership and disclosure as may be provided by the rules of any national securities exchange on which such shares are listed. 7 ARTICLE VII Fiscal Year The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year. ARTICLES VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul" U.K. Holdings, Inc., Delaware" between the circles and the words "Corporate Seal" in the center, if deemed necessary by the Board of Directors. ARTICLE IX Emergency Provisions Section 1. General. The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic or other attach on the United States or a disaster making it impossible or impracticable for the Corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of the Corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the Corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article. Section 2. Unavailable Directors. All directors of the Corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues. Section 3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, or the minimum number required bylaw, whichever number is greater. Section 4. Quorum. The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other 8 minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation specify. Section 5. Creation of Emergency Committee. In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the Corporation pursuant to such powers and authorities and shall have all other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency. Section 6. Constitution of Emergency Committee. The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the Corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the Corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the Corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the Corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date. Section 7. Powers of Emergency Committee. The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article. Section 8. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of Section 2 of this Article and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee. Section 9. Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a Board of Directors, and upon such election all the powers and authorities of the emergency committee shall cease. 9 Section 10. Termination of Emergency Committee. In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 of this Article become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, then all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end. ARTICLE X Amendments These Bylaws may be altered or new Bylaws may be made and adopted by the affirmative vote of a majority of the Board of Directors. 10 EX-3.6 4 FEDERAL-MOGUL GLOBAL INC.'S ARTICLE OF INCORPORATION EXHIBIT 3.6 CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL GLOBAL INC. 1. The name of the corporation is: Federal-Mogul Global Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is: fifty thousand shares (50,000) and the par value of each of such share is: One Dollar ($1.00) amounting in the aggregate to Fifty Thousand Dollars ($50,000). 5. The name and mailing address of the incorporator is as follows: Jennifer Evans Federal-Mogul Holdings B.V. 26555 Northwestern Highway Southfield, MI 48134 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the bylaws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consists in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number represent three-fourths in value of the creditors or class of creditors, and/or stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholder or class of stockholders, of this corporation, as the case may be, and also on this corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. 11. For so long as Federal-Mogul Corporation is a party to the Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of December 18, 1997, Federal-Mogul Global Inc. will comply with Section 10.10 of the Credit Agreement. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day January,1998. /s/JENNIFER EVANS ----------------- Jennifer Evans EX-3.7 5 FEDERAL-MOGUL GLOBAL INC.'S BYLAWS EXHIBIT 3.7 BYLAWS OF FEDERAL-MOGUL GLOBAL INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal-Mogul Global Inc. (the "Corporation") shall be held on the fourth Wednesday in May of each year at the time stated in the notice of meeting, for the purpose of electing directors and for the transaction of such other business as may be determined by the Board of Directors or as otherwise properly may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday at the place of meeting, such meeting shall be held on the next succeeding business day. Section 2. Special Meeting. Special meetings of the shareholders may be called by the Chairman of the Board, or by the President, or by the Board of Directors, or by the holders of not less than twenty percent of all the outstanding shares of the Corporation entitled to vote. Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Delaware as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors. If no designation is made or if a special meeting be called otherwise than by the Board of Directors, the place of meeting shall be the headquarters of the Corporation in the State of Michigan. Section 4. Notice of Meetings. Written or printed notice stating the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the directors or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Adjourned Meetings. Notice need not be given of an adjourned meeting of shareholders if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting only such business may be transacted as might have been transacted at the original meeting. If after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at the meeting. Section 6. Voting Lists. It shall be the duty of the officer or agent who shall have charge of the stock transfer books for shares of the Corporation to make and certify a complete list of the shareholders entitled to vote at a shareholder's meeting or any adjournment thereof, arranged in alphabetical order within each class and series, with the addresses of, and the number of shares held by, each shareholder. Such list shall be produced at the time and place of the meeting, shall be subject to the inspection by any shareholder during the whole time of the meeting, and shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote in person or by proxy at such meeting. Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. Section 8. Manner of Acting. The election of directors shall be determined by a plurality of the votes thereon or their proxies. Except as otherwise provided by law, or by the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast by the holders of shares entitled to vote thereon or their proxies. ARTICLE I Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided by law or by the Articles of Incorporation. Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be as determined from time to time by the Board of Directors but shall not be less than two nor more than eleven. Each director shall hold office for the term for which he is named or elected and until his successor shall have been elected and qualified, or until his resignation or removal.. Section 3. Annual Meetings. The newly elected Board of Directors shall meet immediately following the annual meeting of shareholders at the place where such annual shareholders meeting is held for the purpose of the organization of the Board, the election of officers, and the transactions of such other business as may properly come before the meeting, and no notice of such meeting shall be necessary. Section 4. Regular Meeting. Regular meetings of the Board of Directors may be held without notice at such times and at such places, within or without the State of Delaware, as shall from time to time be determined by the Board. Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors, and shall be called at the request of any two directors. Such meetings, if called by the Chairman of the Board, the President or by a majority of the directors may be held at such place within or without the State of Delaware as the Chairman of the Board, the President or as a majority of the Board of Directors may from time to time determine. If any such special meetings are called other than by 2 the Chairman of the Board, the President or a majority of the Board of Directors, they shall be held at the headquarters of the Corporation in the State of Michigan unless otherwise consented to in writing by all of the directors or unless previous nuclear attack prevents the holding of a meeting at such place, in which case such meeting shall be held as close to such registered office as possible. Section 6. Notice. Notice of any special meeting of directors shall be given by or at the direction of the Chairman of the Board, the President, the Secretary or the directors calling the meeting by written notice delivered personally or mailed to each director at his business address, by telegram or by facsimile. If mailed, such notice shall be given at least four days prior to the meeting and shall be deemed to be given when deposited in the Untied States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram or facsimile, such notice shall be given at least twenty-four hours prior to the meeting and shall be deemed to be given when the telegram is delivered to the telegraph company or successful transmission of facsimile. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A director may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute attendance at any meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The vote of the majority of directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless a larger number is required by law, the Articles of Corporation or these Bylaws. Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining members of the Board though less than a quorum. Such vacancies may be filled for a term of office continuing only until the next election of Directors by the Shareholders. Section 10. Compensations. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, adopt by a majority of directors then in office, a fixed sum and expenses of attendance, if any may be allowed for attendance at each meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any capacity other than as a director or officer and receiving compensation therefor. 3 Section 11 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, and may designate one or more directors as alternate members of a committee to replace an absent or disqualified member at a committee meeting. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may by unanimous vote appoint another director to act at the meeting in the place of such absent or disqualified member. Committees and each member thereof shall serve at the pleasure of the Board. To the extent provided by the resolution of the Board of Directors a committee shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Corporation. ARTICLE III Officers Section 1. Number. The Board of Directors shall elect a Chairman of the Board, a President, a Secretary and a Treasurer, and may elect a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may deem necessary for the transaction of the business of the Corporation. No one of the said officers except the Chairman of the Board and the Vice Chairman of the Board need be a director. Two or more of the above offices except those of President and Vice President may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders subject to the power of the Board of Directors to designate any office at any time and elect any person thereto. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified or until his resignation or removal. Section 3. Removal and Resignations. Any officer or agent may be removed by the Board of Directors with or without cause. An officer may resign by written notice to the Corporation. Such resignations shall be effective upon receipt by the Corporation or at a subsequent time specified in the notice of resignation. Section 4. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason. 4 Section 5. Authority of Officers, Agents and Employees, Generally, Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all officers, agents and employees of the Corporation shall have such powers and perform such duties as from time to time may be prescribed by the Board of Directors, or the Chairman of the Board. However, unless specifically authorized by resolution of the Board of Directors, a person who is not an officer of the Corporation shall have no authority to execute on its behalf any (1) contract for the purchase or sale of lands or buildings, (2) deed, (3) lease of lands or buildings, (4) mortgage, (5) instrument creating any lien on the personal or real property of the Corporation or (6) contract or other instrument not entered into in the ordinary course of business. Section 6. The Chairman of the Board, The Vice Chairman of the Board and the President. In addition to the powers and duties elsewhere herein conferred or provided for, the Chairman of the Board, the Vice Chairman of the Board and the President shall have the following powers and duties subject to the direction and under the supervision of the board of Directors. The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if such office shall be created, shall so preside. The President shall preside at meetings of the Board of Directors and of the shareholders in the absence of the Chairman of the Board and any Vice Chairman of the Board. Section 7. The Secretary. In addition to the powers and duties elsewhere herein conferred or provided for, the Secretary shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. He shall attend all meetings of the Board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for the purpose. He shall perform like duties for all directors' committees when required. He shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been dully authorized. He shall cause to be kept records containing the names and addresses of all shareholders of the Corporation, the number, class and series of shares held by each and the dates when they respectively became shareholders of record thereof at the headquarters of the Corporation or at the office of its transfer agent within or without the State of Delaware. In general, he shall perform the duties usually incident to the office of Secretary. At any meeting of the shareholders or Board of Directors at which the Secretary is not present a Secretary Pro Tempore or Clerk of the meeting may be appointed by the meeting. Section 8. The Treasurer. In addition to the powers and duties elsewhere herein conferred or provided for, the Treasurer shall have the following powers and duties subject to the direction and under the control of the Board of Directors and the Chairman of the Board. He shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Director, and, in general, he shall perform the duties usually incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall furnish the corporation with a proper bond, in a sum and with one or more 5 sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the Corporation. Section 9. Assistant Secretaries and Assistant Treasurers. In addition to the powers and duties elsewhere herein conferred or provided for, Assistant Secretaries and Assistant Treasurers shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. Any Assistant Secretary or Assistant Treasurer may act as the Secretary or Treasurer, respectively, in the case of the sickness, disability or temporary absence of the Secretary or Treasurer,s the case may be. In addition, any Assistant Secretary shall have the authority to cause the seal of the Corporation to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been duly authorized whether or not the Secretary is sick, disabled or absent. ARTICLE IV Fixing Record Date In order to determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholder shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE V Loans, Checks, Deposits, etc. Section 1. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 2. Checks. Drafts. etc. All checks, drafts, or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers, employees, or agents of the Corporation and in such manner as shall from time to 6 time be determined by or pursuant to and in accordance with general or specific resolutions of the Board of Directors. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Such selection shall be by or pursuant to and accordance with a general or specific resolution of the Board of Directors. ARTICLE VI Certificates for Shares Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form conforming to applicable laws as may be determined by the Board of Directors and shall be signed by or in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number, and class and series of shares represented by such certificate. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer has signed or whose facsimile signature has been places upon a certificate ceases to be such officer before such certificate is issued it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Section 2. Lost Certificate. If a certificate of stock be lost or destroyed, a new certificate of the identical tenor of the one alleged to be lost or destroyed may be issued upon satisfactory proof of such loss or destruction, and, if required by the Board of Directors, the giving of a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged lost or destroyed certificate or the issuance of such a new certificate. Section 3. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or transfer agent of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of the certificates for shares. It may appoint one or more transfer agents or registrars or both, and may require all certificates to bear the signature of either or both. Section 5. Elimination of Certificates for Stock. The Corporation may by resolution of the Board of Directors eliminate certificates representing shares of the Corporation and provide for 7 such other methods of recording, noticing ownership and disclosure as may be provided by the rules of any national securities exchange on which such shares are listed. ARTICLE VII Fiscal Year The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year. ARTICLE VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul U.K. Holdings, Inc., Delaware" between the circles and the words "Corporate Seal" in the center, if deemed necessary by the Board of Directors. ARTICLE IX Emergency Provisions Section 1. General. The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic or other attach on the United States or a disaster making it impossible or impracticable for the Corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of the Corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the Corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article. Section 2. Unavailable Directors. All directors of the Corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues. Section 3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant 8 to Section 2 of this Article, or the minimum number required bylaw, whichever number is greater. Section 4. Quorum. The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify. Section 5. Creation of Emergency Committee. In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the Corporation pursuant to such powers and authorities and shall have all other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency. Section 6. Constitution of Emergency Committee. The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the Corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the Corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the Corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the Corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date. Section 7. Powers of Emergency Committee. The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article. 9 Section 8. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of Section 2 of this Article and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee. Section 9. Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a Board of Directors, and upon such election all the powers and authorities of the emergency committee shall cease. Section 10. Termination of Emergency Committee. In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 of this Article become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, then all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end. ARTICLE X Amendments These Bylaws may be altered or new Bylaws may be made and adopted by the affirmative vote of a majority of the Board of Directors. 10 EX-3.8 6 FEDERAL-MOGUL U.K. HOLDINGS INC.'S CERTIFICATE EXHIBIT 3.8 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION * * * * * Federal-Mogul U.K. Holdings Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Federal-Mogul U.K. Holdings Inc., by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this Corporation be amended by adding Article 11 thereof so that, as amended said Article shall be and read as follows: 11. Far so long as Federal-Mogul Corporation is a party to the Second Amended and Restated Credit Agreement (the "Credit Agreement") dated as of December 18, 1997, Federal-Mogul U.K. Holdings Inc. will comply with Section 10.10 of the Credit Agreement. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said Corporation upon written waiver of notice signed by all stockholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by Thomas W. Ryan, its Vice President and CFO, this 9th day of March, 1998. /s/ THOMAS W. RYAN ---------------------------- By: Thomas W. Ryan Title: Vice President and CFO CERTIFICATE OF INCORPORATION OF FEDERAL-MOGUL U.K. HOLDINGS INC. 1. The name of the corporation is: Federal-Mogul U.K. Holdings Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington. County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is: fifty thousand shares (50,000) and the par value of each of such share is: One Dollar ($1.00) amounting in the aggregate to Fifty Thousand Dollars ($50,000). 5. The name and mailing address of the incorporator is as follows: Jennifer Evans Federal-Mogul Corporation 26555 Northwestern Highway Southfield MI 48134 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal the bylaws of the corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation. When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consists in whole or in part of money or property including shares of stock in, and/or other securities of any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation. 8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number represent three-fourths in value of the creditors or class of creditors, and/or stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholder or class of stockholders, of this corporation, as the case may be, and also on this corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. 10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day January, 1998. /s/JENNIFER EVANS ----------------- Jennifer Evans EX-3.9 7 FEDERAL-MOGUL U.K. HOLDING INC.'S BYLAWS EXHIBIT 3.9 BYLAWS OF FEDERAL-MOGUL U.K. HOLDINGS INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal-Mogul U.K. Holdings Inc. (the "Corporation") shall be held on the fourth Wednesday in May of each year at the time stated in the notice of meeting, for the purpose of electing directors and for the transaction of such other business as may be determined by the Board of Directors or as otherwise properly may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday at the place of meeting, such meeting shall be held on the next succeeding business day. Section 2. Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, or by the President, or by the Board of Directors, or by the holders of not less than twenty percent of all the outstanding shares of the Corporation entitled to vote. Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Delaware as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors. If no designation is made or if a special meeting be called otherwise than by the Board of Directors, the place of meeting shall be the headquarters of the Corporation in the State of Michigan. Section 4. Notice of Meetings. Written or printed notice stating the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the directors or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Adjourned Meetings. Notice need not be given of an adjourned meeting of shareholders if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting only such business may be transacted as might have been transacted at the original meeting. If after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at the meeting. Section 6. Voting Lists. It shall be the duty of the officer or agent who shall have charge of the stock transfer books for shares of the Corporation to make and certify a complete list of the shareholders entitled to vote at a shareholder's meeting or any adjournment thereof arranged in alphabetical order within each class and series, with the addresses of, and the number of shares held by, each shareholder. Such list shall be produced at the time and place of the meeting, shall be subject to the inspection by any shareholder during the whole time of the meeting, and shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote in person or by proxy at such meeting. Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. Section 8. Manner of Acting. The election of directors shall be determined by a plurality of the votes thereon or their proxies. Except as otherwise provided by law, or by the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast by the holders of shares entitled to vote thereon or their proxies. ARTICLE I Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided by law or by the Articles of Incorporation. Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be as determined from time to time by the Board of Directors but shall not be less than two nor more than eleven. Each director shall hold office for the term for which he is named or elected and until his successor shall have been elected and qualified, or until his resignation or removal.. Section 3. Annual Meetings. The newly elected Board of Directors shall meet immediately following the annual meeting of shareholders at the place where such annual shareholders meeting is held for the purpose of the organization of the Board, the election of officers, and the transactions of such other business as may properly come before the meeting, and no notice of such meeting shall be necessary. Section 4. Regular Meeting. Regular meetings of the Board of Directors may be held without notice at such times and at such places, within or without the State of Delaware, as shall from time to time be determined by the Board. Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors, and shall be called at the request of any two directors. Such meetings, if called by the Chairman of the Board, the President or by a majority of the directors may be held at such place within or without the State of Delaware as the Chairman of the Board, the President or as a majority of the Board of Directors may from time to time determine. If any such special meetings are called other than by the 2 Chairman of the Board, the President or a majority of the Board of Directors, they shall be held at the headquarters of the Corporation in the State of Michigan unless otherwise consented to in writing by all of the directors or unless previous nuclear attack prevents the holding of a meeting at such place, in which case such meeting shall be held as close to such registered office as possible. Section 6. Notice. Notice of any special meeting of directors shall be given by or at the direction of the Chairman of the Board, the President, the Secretary or the directors calling the meeting by written notice delivered personally or mailed to each director at his business address, by telegram or by facsimile. If mailed, such notice shall be given at least four days prior to the meeting and shall be deemed to be given when deposited in the Untied States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram or facsimile, such notice shall be given at least twenty-four hours prior to the meeting and shall be deemed to be given when the telegram is delivered to the telegraph company or successful transmission of facsimile. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A director may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute attendance at any meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The vote of the majority of directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless a larger number is required by law, the Articles of Corporation or these Bylaws. Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining members of the Board though less than a quorum. Such vacancies may be filled for a term of office continuing only until the next election of Directors by the Shareholders. Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, adopt by a majority of directors then in office, a fixed sum and expenses of attendance, if any may be allowed for attendance at each meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any capacity other than as a director or officer and receiving compensation therefor. Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, and may designate one or more directors as 3 alternate members of a committee to replace an absent or disqualified member at a committee meeting. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may by unanimous vote appoint another director to act at the meeting in the place of such absent or disqualified member. Committees and each member thereof shall serve at the pleasure of the Board. To the extent provided by the resolution of the Board of Directors a committee shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Corporation. ARTICLE III Officers Section 1. Number. The Board of Directors shall elect a Chairman of the Board, a President, a Secretary and a Treasurer, and may elect a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may deem necessary for the transaction of the business of the Corporation. No one of the said officers except the Chairman of the Board and the Vice Chairman of the Board need be a director. Two or more of the above offices except those of President and Vice President may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders subject to the power of the Board of Directors to designate any office at any time and elect any person thereto. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified or until his resignation or removal. Section 3. Removal and Resignations. Any officer or agent may be removed by the Board of Directors with or without cause. An officer may resign by written notice to the Corporation. Such resignations shall be effective upon receipt by the Corporation or at a subsequent time specified in the notice of resignation. Section 4. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason. Section 5. Authority of Officers, Agents and Employees, Generally, Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all officers, agents and employees of the Corporation shall have such powers and perform such duties as from time to time may be 4 prescribed by the Board of Directors, or the Chairman of the Board. However, unless specifically authorized by resolution of the Board of Directors, a person who is not an officer of the Corporation shall have no authority to execute on its behalf any (1) contract for the purchase or sale of lands or buildings, (2) deed, (3) lease of lands or buildings, (4) mortgage, (5) instrument creating any lien on the personal or real property of the Corporation or (6) contract or other instrument not entered into in the ordinary course of business. Section 6. The Chairman of the Board, The Vice Chairman of the Board and the President. In addition to the powers and duties elsewhere herein conferred or provided for, the Chairman of the Board, the Vice Chairman of the Board and the President shall have the following powers and duties subject to the direction and under the supervision of the board of Directors. The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if such office shall be created, shall so preside. The President shall preside at meetings of the Board of Directors and of the shareholders in the absence of the Chairman of the Board and any Vice Chairman of the Board. Section 7. The Secretary. In addition to the powers and duties elsewhere herein conferred or provided for, the Secretary shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. He shall attend all meetings of the Board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for the purpose. He shall perform like duties for all directors' committees when required. He shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been dully authorized. He shall cause to be kept records containing the names and addresses of all shareholders of the Corporation, the number, class and series of shares held by each and the dates when they respectively became shareholders of record thereof at the headquarters of the Corporation or at the office of its transfer agent within or without the State of Delaware. In general, he shall perform the duties usually incident to the office of Secretary. At any meeting of the shareholders or Board of Directors at which the Secretary is not present a Secretary Pro Tempore or Clerk of the meeting may be appointed by the meeting. Section 8. The Treasurer. In addition to the powers and duties elsewhere herein conferred or provided for, the Treasurer shall have the following powers and duties subject to the direction and under the control of the Board of Directors and the Chairman of the Board. He shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Director, and, in general, he shall perform the duties usually incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall furnish the corporation with a proper bond, in a sum and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, 5 papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the Corporation. Section 9. Assistant Secretaries and Assistant Treasurers. in addition to the powers and duties elsewhere herein conferred or provided for, Assistant Secretaries and Assistant Treasurers shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. Any Assistant Secretary or Assistant Treasurer may act as the Secretary or Treasurer, respectively, in the case of the sickness, disability or temporary absence of the Secretary or Treasurer, as the case may be. In addition, any Assistant Secretary shall have the authority to cause the seal of the Corporation to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been duly authorized whether or not the Secretary is sick, disabled or absent. ARTICLE IV Fixing Record Date In order to determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholder shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE V Loans, Checks, Deposits, etc. Section 1. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 2. Checks. Drafts. etc. All checks, drafts, or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers, employees, or agents of the Corporation and in such manner as shall from time to time be determined by or pursuant to and in accordance with general or specific resolutions of the Board of Directors. 6 Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Such selection shall be by or pursuant to and accordance with a general or specific resolution of the Board of Directors. ARTICLE VI Certificates for Shares Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form conforming to applicable laws as may be determined by the Board of Directors and shall be signed by or in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number, and class and series of shares represented by such certificate. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer has signed or whose facsimile signature has been places upon a certificate ceases to be such officer before such certificate is issued it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Section 2. Lost Certificate. If a certificate of stock be lost or destroyed, a new certificate of the identical tenor of the one alleged to be lost or destroyed may be issued upon satisfactory proof of such loss or destruction, and, if required by the Board of Directors, the giving of a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged lost or destroyed certificate or the issuance of such a new certificate. Section 3. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or transfer agent of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of the certificates for shares. It may appoint one or more transfer agents or registrars or both, and may require all certificates to bear the signature of either or both. Section 5. Elimination of Certificates for Stock. The Corporation may by resolution of the Board of Directors eliminate certificates representing shares of the Corporation and provide for such other methods of recording, noticing ownership and disclosure as may be provided by the rules of any national securities exchange on which such shares are listed. 7 ARTICLE VII Fiscal Year The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year. ARTICLES VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul U.K. Holdings, Inc., Delaware" between the circles and the words "Corporate Seal" in the center, if deemed necessary by the Board of Directors. ARTICLE IX Emergency Provisions Section 1. General. The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic or other attach on the United States or a disaster making it impossible or impracticable for the Corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of the Corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the Corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article. Section 2. Unavailable Directors. All directors of the Corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues. Section 3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, or the minimum number required bylaw, whichever number is greater. Section 4. Quorum. The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other 8 minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify. Section 5. Creation of Emergency Committee. In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the Corporation pursuant to such powers and authorities and shall have all other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency. Section 6. Constitution of Emergency Committee. The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the Corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the Corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the Corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the Corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date. Section 7. Powers of Emergency Committee. The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article. Section 8. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of Section 2 of this Article and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee. Section 9. Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a Board of Directors, and upon such election all the powers and authorities of the emergency committee shall cease. 9 Section 10. Termination of Emergency Committee. In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 of this Article become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, then all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end. ARTICLE X Amendments These Bylaws may be altered or new Bylaws may be made and adopted by the affirmative vote of a majority of the Board of Directors. 10 EX-3.10 8 CARTER AUTOMOTIVE COMPANY INC.'S CERTIFICATE EXHIBIT 3.10 CERTIFICATE OF INCORPORATION of CARTER AUTOMOTIVE COMPANY, INC. 1. The name of the corporation is CARTER AUTOMOTIVE COMPANY, INC. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000); all of such shares shall be without par value. 5. The name and mailing address of the incorporator is as follows: NAME MAILING ADDRESS Robert C. Bickford 750 Third Avenue - Rm. 940 New York, N. Y. 10017 6. The corporation is to have perpetual existence. 7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation. 8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. 9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of May, 1985. /S/ROBERT C. BICKFORD --------------------- (Robert C. Bickford) EX-3.11 9 CARTER AUTOMOTIVE COMPANY INC.'S BY-LAWS EXHIBIT 3.11 CARTER AUTOMOTIVE COMPANY, INC. BY-LAWS ARTICLE I OFFICES Section 1. The principal office of the corporation shall be located in the County of St. Louis, State of Missouri. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of directors shall be held at the principal office of the corporation or at such other place within or without the State of Delaware as may be fixed from time to time by the board of directors. Section 2. Annual meetings of shareholders, commencing with the year 1985, shall be held on the Fourth Monday of June, if not a legal holiday, and if a legal holiday, then on the next business day following, at at which they shall elect, by a plurality vote, a board of directors and transact such other business as may properly be brought before the meeting. Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. ARTICLE III SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders may be held at such time and place within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than a majority of all the shares entitled to vote at the meeting. Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall -2- be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting. Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. The holders of a majority of the shares issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. -3- Section 2. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares is required by law or the certificate of incorporation. Section 3. Each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Section 4. The board of directors in advance of any shareholders' meeting may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Section 5. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. -4- ARTICLE V DIRECTORS Section 1. The board of directors of the corporation shall consist of such number of directors, not fewer than the minimum required by law and not greater than five, as may be fixed by the board of directors from time to time and until otherwise so fixed shall be three. Directors shall be at least twenty-one years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders. Section 2. Any or all of the directors may be removed, with our without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose. Section 3. Newly created directorships resulting from an increase in the board of directors and all vacancies occuring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of the remaining directors, though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion -5- of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of Delaware. Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to -6- the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board. Section 4. Special meetings of the board of directors may be called by the president on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 5. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need by specified in the notice or waiver of notice of such meeting. Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall -7- be the act of the Board of Directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 7. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or any such committee as the case may be consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings thereof. Section 8. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. -8- ARTICLE VII NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to a director may also be given by telegram or delivered in person. Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE VIII OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a vice-president, a secretary, a treasurer and a controller. The board of directors may also choose additional vice-presidents and one or more assistant secretaries, assistant treasurers and assistant controllers. -9- Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a chairman of the board and president from among the directors, and shall choose one or more vice presidents, a secretary and a treasurer, none of whom need be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE CHAIRMAN OF THE BOARD Section 6. The chairman of the board shall preside at all meetings of the board of directors and of the shareholders at which he shall be present. He shall be ex- -10- officio a member of all standing committees. He may require all officers and all employees of the corporation to report to him in writing, or otherwise, either generally or with respect to a particular matter or matters. THE PRESIDENT Section 7. In the absence of the chairman of the board the president shall preside at all meetings of the shareholders and of the board of directors, shall have general and active management of the business of the corporation and shall, see that all orders and resolutions of the board of directors are carried into effect. Section 8. The president shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE PRESIDENTS Section 9. The vice president or, if there shall be more than one, the vice presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -11- THE SECRETARY AND ASSISTANT SECRETARIES Section 10. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meeting of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 11. The assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. -12- THE TREASURER AND ASSISTANT TREASURERS Section 12. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 13. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 14. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. -13- Section 15. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE CONTROLLER AND ASSISTANT CONTROLLERS Section 16. The controller shall have charge of all the books and records of account of the corporation. He shall be the chief accounting officer of the corporation and shall have such powers as may be given him by the president or the board of directors. Section 17. The assistant controller, or if there be more than one, the assistant controllers in the order determined by the board of directors, shall, in the absence of the controller, perform the duties and exercise the powers of the controller and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE IX CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by certificates signed by the chairman of the board, the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant -14- treasurer of the corporation and may be sealed with the seal of the corporation or a facsimile thereof. Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation form any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. -15- TRANSFERS OF SHARES Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation. FIXING RECORD DATE Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting. -16- REGISTERED SHAREHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York. LIST OF SHAREHOLDERS Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. -17- ARTICLE X GENERAL PROVISIONS DIVIDENDS Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, the corporation's bonds or its property, including the shares or bonds of other corporations subject to any provisions of law and of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. CHECKS Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. -18- FISCAL YEAR Section 4. The fiscal year of the corporation shall coincide with the calendar year. SEAL Section 5. The corporate seal shall be in such form as shall be approved by the board of directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. ARTICLE XI AMENDMENTS Section 1. These by-laws may be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholders. -19- EX-3.12 10 FEDERAL MOGUL VENTURE CORPORATION'S ARTICLES EXHIBIT 3.12 FILED FILING FEE 125.00 TS IN THE OFFICE OF THE DAVID COSTA SECRETARY OF STATE OF THE DYKEMA GOSSETT 35TH FL. STATE OF NEVADA 400 RENAISSANCE CTR DETROIT MI 48243 JUL 24 1989 [ILLEGIBLE] SECRETARY OF STATE /s/ [ILLEGIBLE] No. 6425-89 -------------------------- Articles of Incorporation of Federal Mogul Venture Corporation To: The Secretary of State of the State of Nevada. The undersigned, for the purpose of establishing a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Nevada, does hereby adopt, execute, acknowledge and file the following Articles of Incorporation pursuant to the provisions of Sections 78.030 through 78.035 of the General Corporation Law of Nevada (the "Law"). ARTICLE I NAME The name of the corporation is Federal Mogul Venture Corporation. ARTICLE II PRINCIPAL PLACE OF BUSINESS IN NEVADA The address and mailing address of the registered office in the state of Nevada is One East 1st Street, Reno, Nevada 89501. The name of the resident agent at the registered office is The corporate Trust Company of Nevada. ARTICLE III OBJECTS AND PURPOSES The purpose or purposes for which the corporation is organized is to engage in any lawful activity within the purposes for which corporations may be organized. ARTICLE IV AUTHORIZED STOCK The total authorized capital stock is 1,000 shares of Common Stock, par value $.01 per share. Each share is equal in all respects. ARTICLE V INCORPORATOR The name and address of the incorporator is: David E. Costa, 35th Floor, 400 Renaissance Center, Detroit, Michigan 48243. ARTICLE VI LIMITATION OF DIRECTOR'S LIABILITY No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit the liability of a director for any of the following: (i) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of dividends in violation of NRS 78.300. If the law is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability contained herein, shall, without more, be eliminated or limited to the fullest extent permitted by the Law as so amended. No amendment or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal. ARTICLE VII GOVERNING BOARD The corporation shall be governed by a board of directors. The initial board of directors shall consist of one person, and the following person shall be the initial director: NAME ADDRESS ---- ------- Claude D. Mencotti 26555 Northwestern Highway Southfield, Michigan 48034 ARTICLE VIII PERIOD OF EXISTENCE The corporation shall have a perpetual existence. 2 ARTICLE IX CHANGES IN ARTICLES This corporation reserves the right to amend, alter, change, or repeal any provisions contained in these Articles of Incorporation in the manner now or hereinafter prescribed by law and all rights conferred on officers, directors, and the shareholder or shareholders herein are granted subject to this reservation. In witness whereof, the incorporator, sign my name this 19th day of July, 1989. /s/ David E. Costa ------------------ David E. Costa Please return filed Articles to: David E. Costa Dykema Gossett 35th floor 400 Renaissance Center Detroit, Michigan 48243 (313) 568-5345 DEC533 State of MICHIGAN ) : ss. County of WAYNE ) On this 19th day of July, 1989, personally appeared before me, a Notary Public in and for said County and State, David E. Costa, known to me to be the person described in and who executed the foregoing Articles of Incorporation, and he acknowledged to me that he executed his name freely and voluntarily and for the uses and purposes therein mentioned. WITNESS my hand and official seal the day and year in this certificate first above written. /s/ Lisa D. LaFramboise RECEIVED - ----------------------------- JUL 20 1989 Notary Public in and for said ------------------ SECRETARY OF STATE County and State. LISA D LaFRAMBOISE Notary Public Wayne County MI My Comm. Expires May 16 1990 EX-3.13 11 FEDERAL MOGUL VENTURE CORPORATION'S BY-LAWS EXHIBIT 3.13 BYLAWS OF FEDERAL MOGUL VENTURE CORPORATION ARTICLE I OFFICES 1.01 Principal Office. The principal office of the corporation shall be at such place as the Board of Directors shall from time to time determine. 1.02 Other Offices. The corporation also may have offices at such other places as the Board of Directors may from time to time determine or the business of the corporation requires. ARTICLE II SEAL 2.01 Seal. The corporation may have a seal in such form as the Board of Directors may from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed, or otherwise reproduced. ARTICLE III CAPITAL STOCK 3.01 Issuance of Shares. The shares of capital stock of the corporation shall be issued in such amounts, at such times, for such consideration and on such terms and conditions as the Board shall deem advisable, subject to the Articles of Incorporation and any requirements of the laws of the State of Nevada. 3.02 Certificates for Shares. The shares of the corporation shall be represented by certificates signed by the Chairman of the Board, (if such office is filled) President or a Vice President and by the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of the State of Nevada, the name of the person to whom it is issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, the par value of each share represented by the certificate, or a statement that the shares are without par value, and such other provisions as may be required by the laws of the State of Nevada. 3.03 Transfer of Shares. The shares of the capital stock of the corporation are transferable only on the books of the corporation upon surrender of the certificate therefor or, properly endorsed for transfer, and the presentation of such evidences of ownership and validity of the assignment as the corporation may require. 3.04 Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner thereof for purposes of dividends and other distributions in the course of business, or in the course of recapitalization, consolidation, merger, reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals and consents by shareholders, and for the purpose of notices to shareholders, and for all other purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice thereof, save as expressly required by the laws of the State of Nevada. 3.05 Lost or Destroyed Certificates. Upon the presentation to the corporation of a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of stock of the corporations the Board of Directors shall direct the issuance of a new certificate or certificates to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may require as a condition precedent to the issuance of new certificates a bond or agreement of indemnity, in such form and amount and with such sureties, or without sureties, as the Board of Directors may direct or approve. 3.06 The provisions of NRS7B.378 to 78.3793, inclusive, shall not apply to any acquisition of a controlling interest in the corporation. ARTICLE IV SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS 4.01 Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation or at such other place as shall be determined by the Board of Directors and stated in the notice of meeting. 2 4.02 Annual Meeting. The annual meeting of the shareholders of the corporation shall be held on such date, and at such times as the Board of Directors may select. Directors shall be elected at each annual meeting and such other business, as may properly come before the meeting, shall be considered. 4.03 Special Meetings. Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board (if such office is filled) or the President and shall be called by the President or Secretary at the written request of shareholders holding a majority of the shares of stock of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called. 4.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place and purposes of a meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at the meeting, either personally or by mailing such notice to his or her last address as it appears on the books of the corporation. No notice need be given of an adjourned meeting of the shareholders provided the time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this Bylaw. 4.05 Record Dates. The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action. The date fixed shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action. In such case only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or adjournment thereof, or to express consent or to dissent from such proposal1 or to receive payment of such dividend or to receive such allotment of rights, or to participate in any other action, as the case may be, notwithstanding 3 any transfer of any stock on the books of the corporation, or otherwise, after any such record date. Nothing in this Bylaw shall affect the rights of a shareholder and his or her transferee or transferor as between themselves. 4.06 List of Shareholders. The Secretary of the corporation or the agent of the corporation having charge of the stock transfer records for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder; be produced at the time and place of the meeting; be subject to inspection by any shareholder during the whole time of the meeting; and be prima facie evidence as to who are the shareholders entitled to examine the list or vote at the meeting. 4.07 Quorum. Unless a greater or lesser quorum is required in the Articles of Incorporation or by the laws of the State of Nevada, the shareholders present at a meeting in person or by proxy who, as of the record date for such meeting, were holders of a majority of the outstanding shares of the corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this Bylaw applies in determining the presence of a quorum of such class or series for transaction of such item of business. 4.08 Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be signed by the shareholder or the shareholder's authorized agent or representative and shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by the laws of the State of Nevada. 4.09 Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation. Votes may be cast orally or in writing, but if more than 25 shareholders of record are entitled to vote, then votes shall be cast in writing signed by the shareholder or the shareholder's proxy. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote 4 thereon, unless a greater vote is required by the Articles of Incorporation or by the laws of the State of Nevada. Except as otherwise provided by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at any election. ARTICLE V DIRECTORS 5.01 Number. The business and affairs of the corporation shall be managed by a Board of one (1) director. The director need not be a resident of Nevada or a shareholder of the corporation. 5.02 Election, Resignation and Removal. Directors shall be elected at each annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and until the director's successor is elected and qualified, or until the director's resignation or removal. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a subsequent time as set forth in the notice of resignation. A director or the entire Board of Directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors. 5.03 Vacancies. Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless filled by proper action of the shareholders of the corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. 5.04 Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, or within three (3) days of such time excluding Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the shareholders has been held or such other place as the Board may determine, for the purpose of election of officers and consideration of such business that may properly be brought before the meeting; provided, that if less than a majority of the directors appear for an annual meeting of the Board of Directors the holding of such annual meeting shall not be required and the matters which might have been taken up therein may be taken up at any later special or annual meeting, or by consent resolution. 5 5.05 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors. Special meetings of the Board may be called by the Chairman of the Board (if such office is filled) or the President and shall be called by the president or Secretary upon the written request of any two directors. 5.06 Notices. No notice shall be required for annual or regular meetings of the Board or for adjourned meetings, whether regular or special. Three days' written notice shall be given for special meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting. 5.07 Quorum. A majority of the Board of Directors then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board or of the committee, except as a larger vote may be required by the laws of the State of Nevada. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at the meeting. 5.08 Executive and Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint three or more members of the Board as an executive committee to exercise all powers and authorities of the Board in management of the business and affairs of the corporation, except that the committee shall not have power or authority to (a) amend the Articles of Incorporation; (b) adopt an agreement of merger or consolidation; (c) recommend to shareholders the sale, lease or exchange of all or substantially all of the corporation's property and assets; (d) recommend to shareholders a dissolution of the corporation or revocation of a dissolution; (e) amend these Bylaws; (f) fill vacancies in the Board; (g) fix the compensation of the directors for serving on the Board or on a committee; or (h) unless expressly authorized by the Board, declare a dividend or authorize the issuance of stock. The Board of Directors from time to time may, by like resolution, appoint such other committees of one or more 6 directors to have such authority as shall be specified by the Board in the resolution making such appointments. The Board of Directors may designate one or more directors as alternate members of any committee who may replace an absent or disqualified member at any meeting thereof. 5.09 Dissents. A director who is present at a meeting of the Board of Directors, or a committee thereof of which the director is a member, at which action on a corporate matter is taken is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not apply to a director who voted in favor of such action. A director who is absent from a meeting of the Board, or a committee thereof of which the director is a member, at which any such action is taken is presumed to have concurred in the action unless the director files a written dissent with the Secretary of the corporation within a reasonable time after the director has knowledge of the action. 5.10 Compensation. The Board of Directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers. ARTICLE VI NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING 6.01 Notices. All notices of meetings required to be given to shareholders, directors or any committee of directors may be given by mail, telecopy, telegram, radiogram or cablegram to any shareholder, director or committee member at his or her last address as it appears on the books of the corporation. Such notice shall be deemed to be given at the time when the same shall be mailed or otherwise dispatched. 6.02 Waiver of Notice. Notice of the time, place and purpose of any meeting of shareholders, directors or committee of directors may be waived by telecopy, telegram, radiogram, cablegram or other writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Nevada. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except when the person attends the meeting 7 for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 6.03 Action Without a Meeting. Except as may be provided otherwise in the Articles of Incorporation for action to be taken by shareholders, any action required or permitted at any meeting of shareholders or directors or committee of directors may be taken without a meeting, without prior notice and without a vote, if all of the shareholders or directors or committee members entitled to vote thereon consent thereto in writing. ARTICLE VII OFFICERS 7.01 Number. The Board of Directors shall elect or appoint a President, a Secretary and a Treasurer, and may select a Chairman of the Board, and one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers. Any two or more of the above offices, except those of President and Vice President, may be held by the same person. No officer shall execute, acknowledge, certify or verify an instrument in more than one capacity if the instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged, certified or verified by one or more officers. 7.02 Term of Office, Resignation and Removal. An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. An officer may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer does not of itself create contract rights. 7.03 Vacancies. The Board of Directors may fill any vacancies in any office occurring for whatever reason. 7.04 Authority. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these Bylaws. 8 ARTICLE VIII DUTIES OF OFFICERS 8.01 Chairman of the Board. The Chairman of the Board, if such office is filled, shall preside at all meetings of the shareholders and of the Board of Directors at which the Chairman is present. 8.02 President. The President shall be the chief executive officer of the corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and the President shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations held by the corporation. In the absence or disability of the Chairman of the Board, or if that office has not been filled, the President also shall perform the duties of the Chairman of the Board as set forth in these Bylaws. 8.03 Vice Presidents. The Vice Presidents, in order of their seniority, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe. 8.04 Secretary. The Secretary shall attend all meetings of the Board of Directors and of shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that purpose, shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, and shall keep in safe custody the seal of the corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by the signature of the Secretary, or by the signature of the Treasurer or an Assistant Secretary. The Secretary may delegate any of the duties, powers and authorities of the Secretary to one or more Assistant Secretaries, unless such delegation is disapproved by the Board. 8.05 Treasurer. The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her 9 transactions as Treasurer and of the financial condition of the corporation. The Treasurer may delegate any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation is disapproved by the Board of Directors. 8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Secretary in case of the Secretary's absence or disability. The Assistant Treasurers, in the order of their seniority, shall perform the duties and exercise the powers and authorities of the Treasurer in case of the Treasurer's absence or disability. The Assistant Secretaries and Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and Treasurer, respectively, and also such duties as the Board of Directors may prescribe. ARTICLE IX SPECIAL CORPORATE ACTS 9.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange and orders for payment of money of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 9.02 Contracts and Conveyances. The Board of Directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyances mortgage or other instrument on behalf of the corporation, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the Chairman of the Board, the President or any Vice President, and the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto. ARTICLE X BOOKS AND RECORDS 10.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain such books, records and accounts of the corporation's business and affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock ledgers and lists 10 of shareholders, as the Board of Directors shall deem advisable, and as shall be required by the laws of the State of Nevada and other states or jurisdictions empowered to impose such requirements. Books, records and minutes may be kept within or without the State of Nevada in a place which the Board shall determine. 10.02 Reliance on Books and Records. In discharging his or her duties, a director or an officer of the corporation, when acting in good faith, may rely upon the opinion of counsel for the corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the corporation represented to him or her to be correct by the President or the officer of the corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of the corporation. ARTICLE XI INDEMNIFICATION 11.01 Non-Derivative Actions. Subject to all of the other provisions of this Article XI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporations or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation or its 11 shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 11.02 Derivative Actions. Subject to all of the provisions of this Article XI, the corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorneys' fees) and amounts paid in settlement incurred by the person in connection with such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. However, indemnification shall not be made for any claim, issue or matter in which such person has been found liable to the corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper. 11.03 Expenses of Successful Defense. To the extent that a person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense of any claim, issue or matter in the action, suit or proceeding, the person shall be indemnified against expenses (including actual and reasonable attorneys' fees) incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided by this Section 11.03. 11.04 Definition. For the purposes of Sections 11.01 and 11.02, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the 12 interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the corporation or its shareholders" as referred to in Sections 11.01 and 11.02. 11.05 Contract Right; Limitation on Indemnity. The right to indemnification conferred in this Article XI shall be a contract right, and shall apply to services of a director or officer as an employee or agent of the corporation as well as in such person's capacity as a director or officer. Except as provided in Section 11.03 of these Bylaws, the corporation shall have no obligations under this Article XI to indemnify any person in connection with any proceeding, or part thereof, initiated by such person without authorization by the Board of Directors. 11.06 Determination That Indemnification is Proper. Any indemnification under Section 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 11.01 or 11.02, whichever is applicable. Such determination shall be made in any of the following ways: (i) By a majority vote of a quorum of the Board consisting of directors who were not parties to such action, suit or proceeding. (ii) If the quorum described in clause (i) above is not obtainable, then by a committee of directors who are not parties to the action. The committee shall consist of not less than two disinterested directors. (iii) By independent legal counsel in a written opinion. (iv) By the shareholders. 11.07 Proportionate Indemnity. If a person is entitled to indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of expenses, including attorneys fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the corporation shall indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified. 13 11.08 Expense Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 11.01 or 11.02 of these Bylaws may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person involved to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the corporation. The undertaking shall be an unlimited general obligation of the person on whose behalf advances are made but need not be secured. 11.09 Non-Exclusivity of Rights. The indemnification or advancement of expenses provided under this Article XI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under a contractual arrangement with the corporation. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. 11.10 Indemnification of Employees and Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article XI with respect to the indemnification and advancement of expenses of directors and officers of the corporation. 11.11 Former Directors and Officers. The indemnification provided in this Article XI continues as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. 11.12 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify the person against such liability under these Bylaws or the laws of the State of Nevada. 14 11.13 Changes in Michigan Law. In the event of any change of the Michigan statutory provisions applicable to the corporation relating to the subject matter of this Article XI, then the indemnification to which any person shall be entitled hereunder shall be determined by such changed provisions, but only to the extent that any such change permits the corporation to provide broader indemnification rights than such provisions permitted the corporation to provide prior to any such change. Subject to Section 11.14, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions. 11.14 Amendment or Repeal of Article XI. No amendment or repeal of this Article XI shall apply to or have any effect on any director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. ARTICLE XII AMENDMENTS 12.01 Amendments. The Bylaws of the corporation may be amended, altered or repealed, in whole or in part, by the shareholders or by the Board of Directors at any meeting duly held in accordance with these Bylaws, provided that notice of the meeting includes notice of the proposed amendment, alteration or repeal. 15 EX-3.14 12 FEDERAL-MOGUL WORLD WIDE, INC.'S ARTICLES EXHIBIT 3.14 - -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU - -------------------------------------------------------------------------------- (FOR BUREAU USE ONLY) FILED Date Received AUG 21 1991 AUG 23 1991 --------------- Administrator MICHIGAN DEPARTMENT OF COMMERCE --------------- EFFECTIVE DATE: Corporation and Securities Bureau - -------------------------------------------------------------------------------- CORPORATION IDENTIFICATION NUMBER 525 - 348 - -------------------------------------------------------------------------------- ARTICLES OF INCORPORATION For use by Domestic Profit Corporations (Please read information and instructions on last page) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles: Article I - -------------------------------------------------------------------------------- The name of the corporation is: FEDERAL-MOGUL WORLD WIDE, INC. - -------------------------------------------------------------------------------- Article II - -------------------------------------------------------------------------------- The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan. - -------------------------------------------------------------------------------- Article III - -------------------------------------------------------------------------------- The total authorized shares: 1. Common Shares 100 No Par Value ----------------------------------------------------------- Preferred Shares ----------------------------------------------------------- 2. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: - -------------------------------------------------------------------------------- (MICH. - 179 - 3/21/90) SEAL APPEARS ONLY ON ORIGINAL Article IV - -------------------------------------------------------------------------------- 1. The Address of the registered office is: c/o Federal-Mogul Corporation 26555 Northwestern Highway, Southfield, Michigan 48034 --------------------------------------------------------- (Street Address) City ZIP Code 2. The mailing address of the registered office if different from the registered office address: __________________________________________, Michigan ____________ (P.O. Box) City ZIP Code 3. The name of the resident agent at the registered office is: George N. Bashara - -------------------------------------------------------------------------------- Article V - -------------------------------------------------------------------------------- The name(s) and address(es) of the incorporator(s) is (are) as follows: Name Residence or Business Address Michael R. Dalida 615 Griswold, Ste. 1020, Detroit, MI 48226 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Article VI (Optional. Delete if not applicable) - -------------------------------------------------------------------------------- [DELETED TEXT] - -------------------------------------------------------------------------------- Article VII (Optional. Delete if not applicable) - -------------------------------------------------------------------------------- Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are - -------------------------------------------------------------------------------- SEAL APPEARS ONLY ON ORIGINAL Article VII (CONTINUED): - -------------------------------------------------------------------------------- delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing. - -------------------------------------------------------------------------------- Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed. I [DELETED TEXT], the incorporator(s) sign my [DELETED TEXT] name(s) this 20th day of August, 1991. __________________________________ /s/MICHAEL R. DALIDA Michael R. Dalida __________________________________ ___________________________________________ __________________________________ ___________________________________________ (MICH. - 179) SEAL APPEARS ONLY ON ORIGINAL DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. - ----------------------------------- Michael R. Dalida C T Corporation System 615 Griswold, Ste. 1020 Detroit, Michigan 48226 - ----------------------------------- Name of person or organization remitting fees: CT Corporation System - ----------------------------------- - ----------------------------------- Preparer's name and business telephone number: Michael R. Dalida ( 313) 961-3070 - ----------------------------------- - -------------------------------------------------------------------------------- INFORMATION AND INSTRUCTIONS 1. The articles of incorporation cannot be filed until this form, or a comparable document, is submitted. 2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of Act 284, P.A. of 1972, by one or more persons for the purpose of forming a domestic profit corporation. 4. Article I -- The corporate name of a domestic profit corporation is required to contain one of the following words or abbreviations: "Corporation", "Company", "Incorporated", "Limited", "Corp.", "Co.", "Inc.", or "Ltd.". 5. Article II-- State, in general terms, the character of the particular business to be carried on. Under section 202(b) of the Act, it is sufficient to state substantially, alone or without specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be formed under the Act. The Act requires, however, that educational corporations state their specific purposes. 6. Article IV -- A post office box may not be designated as the address of the registered office. 7. Article V -- The Act requires one or more incorporators. Educational corporations are required to have three (3) incorporators. The address(es) should include a street number and name (or other designation), city and state. 8. The duration of the corporation should be stated in the articles only if the duration is not perpetual. 9. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article. 10. The articles must be signed in ink by each incorporator. The names of the Incorporators as set out in article V should correspond with the signatures.
11. FEES: NONREFUNDABLE FEES (Make remittance payable to the State of Michigan. Include corporation name and CID Number on check or money order) ............................................. $10.00 Franchise fee: first 60,000 authorized shares or portion thereof ............................................. $50.00 each additional 20,000 authorized shares or portion thereof ................................... $30.00 Total minimum fees ........................................................................................... $60.00
12. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 6548 Mercantile Way Lansing, Michigan 48909 Telephone: (517) 334-6302 - -------------------------------------------------------------------------------- SEAL APPEARS ONLY ON ORIGINAL EX-3.15 13 FEDERAL-MOGUL WORLD WIDE. INC.'S BYLAWS EXHIBIT 3.15 FEDERAL-MOGUL WORLWIDE, INC. * * * * * B Y - L A W S * * * * * ARTICLE I OFFICES Section 1. The registered office shall be in Southfield, Michigan. Section 2. The corporation may also have offices at such other places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II ANNUAL MEETINGS OF SHAREHOLDERS Section 1. All meetings of shareholders for the election of directors shall be held in Southfield, State of Michigan, at such place as may be fixed from time to time by the board of directors. Section 2. Annual meetings of shareholders, commencing with the year 1992, shall be held on the third Wednesday of May if not a legal holiday, and if a legal holiday, then on the next secular day following, at M., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. ARTICLE III SPECIAL MEETINGS OF SHAREHOLDERS Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Michigan as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Special meetings of shareholders may be called at any time, for any purpose or purposes, by the board of directors or by such other persons as may be authorized by law. Section 3. Written notice of the time, place and purposes of a special meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at the meeting. Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. ARTICLE IV QUORUM AND VOTING OF STOCK Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. The shareholders present in person or by proxy at such meeting may 2 continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares, are entitled to vote separately on an item of business, this section applies in determining the presence of a quorum of such class or series for transaction of the item of business. Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation. Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Section 4. Any action required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the 3 corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing. ARTICLE V DIRECTORS Section 1. The number of directors shall not be less than three (3) nor more than eight (8). Directors need not be residents of the State of Michigan nor shareholders of the corporation. The first board shall consist of four (4) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the shareholders at the annual meeting. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 2 of this Article, and shall hold office for the terms for which they are elected and until their successors are elected and qualified. Section 2. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A directorship to be filled because of an increase in the number of directors or to fill a vacancy may be filled by the board for a term of office continuing only until the next election of directors by the shareholders. Section 3. The business affairs of the corporation shall be managed by its board except as otherwise provided by statute or in the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders. 4 Section 4. The directors may keep the books of the corporation, outside of the State of Michigan, at such place or places as they may from time to time determine. Section 5. The board of directors, by the affirmative vote of a majority of the directors in office, and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers. ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS Section 1. Regular or special meetings of the board of directors may be held either within or without the State of Michigan. Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors. Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board. Section 4. Special meetings of the board of directors may be called by the president on ten (10) days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. 5 Section 5. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting. Section 6. A majority of the members of the board then in office constitutes a quorum for transaction of business, unless the articles of incorporation provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board unless the vote of a larger number is required by statute, the articles or these by-laws. If a quorum sha1l not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 7. Unless otherwise provided by the articles of incorporation action required or permitted to be taken pursuant to authorization voted at a meeting of the board, may be taken without a meeting if, before or after the action, all members of the board consent thereto in writing. The written consents shall be filed with the minutes of the proceedings of the board. The consent has the same effect as a vote of the board for all purposes. ARTICLE VII COMMITTEES Section 1. Unless otherwise provided in the articles of 6 incorporation, the board may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or disqualified member. A committee, and each member thereof, shall serve at the pleasure of the board. A committee, to the extent provided in the resolution of the board or in the by-laws, may exercise all powers and authority of the board in management of the business and affairs of the corporation subject to any limitations by statute or in the articles of incorporation. ARTICLE VIII NOTICES Section 1. When a notice or communication is required or permitted by this act to be given by mail, it shall be mailed, except as otherwise provided in this act, to the person to whom it is directed at the address designated by him for that purpose or, if none is designated, at his last known address. The notice or communication is given when deposited, with postage thereon pre-paid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified or other first class mail except where otherwise provided by statute. 7 Section 2. When, under statutory requirements or the articles of incorporation or these by-laws or by the terms of an agreement or instrument, a corporation or the board or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in case of a shareholder, by his attorney-in-fact, submits a signed waiver of such requirements. ARTICLE IX OFFICERS Section 1. The officers of the corporation shall be appointed by the board of directors and shall be a chairman of the board, a president, one or more vice-presidents, secretary, treasurer and such other officers as may be determined by the board. Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, secretary, and treasurer, none of whom need be a member of the board. Section 3. The board of directors may appoint such other officers, assistant officers, employees and agents as it deems necessary and prescribe their powers and duties. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. An officer elected or appointed shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified, or until his 8 resignation or removal. An officer elected or appointed by the board may be removed by the board with or without cause. THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall 9 perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers 10 for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE X CERTIFICATES FOR SHARES Section 1. The shares of the corporation shall be represented by certificates signed by the chairman of the board, vice-chairman of the board, president or a vice-president and by the treasurer, assistant treasurer, secretary or assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. A certificate representing shares shall state upon its face that the corporation is formed under the laws of this 11 state, the name of the person to whom issued, the number and class of shares, and the designation of the series, if any, which the certificate represents, the par value of each share represented by the certificate, or a statement that the shares are without par value and shall set forth on its face or back or state that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences and limitations of other series. Section 2. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be such officer before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, and the board may require the owner of the lost or destroyed certificate, or his legal representative, to give the corporation a bond 12 sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged lost or destroyed certificate or the issuance of such a new certificate. TRANSFERS OF SHARES Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation. FIXING OF RECORD DATE Section 5. For the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than sixty nor less than ten days before the date of the meeting, not more than sixty days before any other action. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any purpose shall be the close of 13 business on the day on which the resolution of the board relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting. REGISTERED SHAREHOLDERS Section 6. For the purpose of determining shareholders entitled to vote or receive payment of a dividend or allotment of a right, the corporation shall be authorized to accept the list of shareholders made and certified by the officer or agent having charge of the stock transfer books as prima facie evidence as to who are such shareholders on the designated record date. LIST OF SHAREHOLDERS Section 7. The officer or agent having charge of the stock transfer books for shares of a corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the number of shares held by each shareholder, produced at the time and place of the meeting, subject to inspection by any shareholder during the whole time of the meeting and be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting. A person who is a shareholder of record of a corporation, upon at least ten days' written demand may examine for any proper purpose in person or by agent or attorney, during usual business hours, its minutes of 14 shareholders' meetings and record of shareholders and make extracts therefrom, at the places where they are kept. ARTICLE XI DIVIDENDS Section 1. The board of directors may declare and pay dividends or make other distributions in cash, bonds or property of the corporation, including the shares or bonds of other corporations, on its outstanding shares, except when currently the corporation is insolvent or would thereby be made insolvent, or when the declaration, payment or distribution would be contrary to any statutory restriction or restriction contained in the articles of incorporation. Section 2. Before payment of any dividend, the board of directors may create reserves from its earned surplus or capital surplus for any proper purpose and may increase, decrease or abolish such reserve. CHECKS Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 5. The corporate seal shall have inscribed thereon 15 the name of the corporation, the year of its organization and the words "Corporate Seal, Michigan". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. ARTICLE XII AMENDMENTS These by-laws may be amended or repealed or new by-laws may be adopted by the shareholders or board of directors except as may be provided in the articles of incorporation. The shareholders may prescribe in these by-laws that any by-law made by them shall not be altered or repealed by the board of directors. Amendment of the by-laws by the board requires a vote of not less than a majority of the members of the board then in office. ARTICLE XIII DIRECTORS' ANNUAL STATEMENT Section 1. At least once in each year the board of directors shall cause a financial report of the corporation for the preceding fiscal year to be made and distributed to each shareholder thereof within four months after the end of the fiscal year. The report shall include the corporation's statement of income, its year-end balance sheet and, if prepared by the corporation, its statement of source and application of funds and such other information as may be required by statute. FINANCIAL STATEMENT TO SHAREHOLDERS Section 2. Upon written request of a shareholder, the corporation shall mail to the shareholder its balance sheet as at the end of the preceding fiscal year; its statement of income for 16 such fiscal year; and, if prepared by the corporation, its statement of source and application of funds for such fiscal year. 17 EX-3.16 14 FEDERAL-MOGUL GLOBAL PROPERTIES, INC.'S ARTICLES EXHIBIT 3.16 - -------------------------------------------------------------------------------- MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES CORPORATION SECURITIES AND LAND DEVELOPMENT BUREAU - -------------------------------------------------------------------------------- Date Received (FOR BUREAU USE ONLY) - -------------------------------------- DEC 15 1997 FILED - -------------------------------------- DEC 16 1997 - ---------------------------------------------- PS 517-663-2525 Ref # 77577 Administrator Attn: Cheryl J. Bixby MI DEPARTMENT OF CONSUMER & MICHIGAN RUNNER SERVICE INDUSTRY SERVICES P.O. Box 266 CORPORATION SECURITIES AND Eaton Rapids, MI 48827-0266 Zip Code LAND DEVELOPMENT BUREAU EFFECTIVE DATE: - -------------------------------------------------------------------------------- Document will be returned to the name and address you enter above. ------------- 477-607 ------------- ARTICLES OF INCORPORATION For use by Domestic Profit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles: ARTICLE I - -------------------------------------------------------------------------------- The name of the corporation is: Federal-Mogul Global Properties, Inc. - -------------------------------------------------------------------------------- ARTICLE II - -------------------------------------------------------------------------------- The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan. The purpose or purposes for which the corporation is organized is to engage in any lawful activity within the purposes for which corporations may be organized. - -------------------------------------------------------------------------------- ARTICLE III - -------------------------------------------------------------------------------- The total authorized shares: 1. Common Shares 50,000 --------------------------------------------------------- Preferred Shares 0 ------------------------------------------------------ 2. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: SEAL APPEARS ONLY ON ORIGINAL ARTICLE IV - -------------------------------------------------------------------------------- 1. The address of the registered office is: c/o The Corporation Company 30600 Telegraph Road, Bingham Farms , Michigan 48025 ------------------------------------------------- ---------- (Street Address or P.O. Box) (City) (Zip Code) 2. The mailing address of the registered office, if different than above: , Michigan ------------------------------------------------- ---------- (Street Address or P.O. Box) (City) (Zip Code) 3. The name of the resident agent at the registered office is: THE CORPORATION --------------- COMPANY -------------- - -------------------------------------------------------------------------------- ARTICLE V - -------------------------------------------------------------------------------- The name(s) and address(es) of the incorporator(s) is (are) as follows: Name Residence or Business Address ------------------------------------------------------------------------ Jennifer Evans Federal-Mogul Corporation ------------------------------------------------------------------------ 26555 Northwestern Highway ------------------------------------------------------------------------ Southfield, MI 48034 ------------------------------------------------------------------------ ------------------------------------------------------------------------ - -------------------------------------------------------------------------------- ARTICLE VI (Optional. Delete if not applicable) - -------------------------------------------------------------------------------- When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation. - -------------------------------------------------------------------------------- ARTICLE VII (Optional. Delete if not applicable) - -------------------------------------------------------------------------------- Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporation action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principle place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who had not consented [illegible] SEAL APPEARS ONLY ON ORIGINAL Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed. I (We), the incorporator(s) sign my (our) name(s) this 12th day of December, 1997. /s/ Jennifer Evans - ------------------------------------ ----------------------------------- Jennifer Evans - ------------------------------------ ----------------------------------- - ------------------------------------ ----------------------------------- - ------------------------------------ ----------------------------------- - ------------------------------------ ----------------------------------- SEAL APPEARS ONLY ON ORIGINAL EX-3.17 15 FEDERAL-MOGUL GLOBAL PROPERTIES, INC.'S BY-LAWS EXHIBIT 3.17 BYLAWS OF FEDERAL-MOGUL GLOBAL PROPERTIES, INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal- Mogul Global Properties, Inc. (the "Corporation") shall be held on the fourth Wednesday in May of each year at the time stated in the notice of meeting, for the purpose of electing directors and for the transaction of such other business as may be determined by the Board of Directors or as otherwise properly may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday at the place of meeting, such meeting shall be held on the next succeeding business day. Section 2. Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, or by the President, or by the Board of Directors, or by the holders of not less than twenty percent of all the outstanding shares of the Corporation entitled to vote. Section 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Michigan as the place of meeting for any annual or special meeting of shareholders called by the Board of Directors. If no designation is made or if a special meeting be called otherwise than by the Board of Directors, the place of meeting shall be the registered office of the Corporation in the State of Michigan. Section 4. Notice of Meetings. Written or printed notice stating the time, place and purposes of a meeting of shareholders shall be given not less than ten nor more than sixty days before the date of the meeting, by mail, by or at the direction of the Chairman of the Board, the President, the Secretary, or the directors or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. Adjourned Meetings. Notice need not be given of an adjourned meeting of shareholders if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting only such business may be transacted as might have been transacted at the original meeting. If after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at the meeting. Section 6. Voting Lists. It shall be the duty of the officer or agent who shall have charge of the stock transfer books for shares of the Corporation to make and certify a complete list of the shareholders entitled to vote at a shareholder's meeting or any adjournment thereof, arranged in alphabetical order within each class and series, with the addresses of, and the number of shares alphabetical order within each class and series, with the addresses of, and the number of shares held by, each shareholder. Such list shall be produced at the time and place of the meeting shall be subject to the inspection by any shareholder during the whole time of the meeting, and shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote in person or by proxy at such meeting. Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. Section 8. Manner of Acting. The election of directors shall be determined by a plurality of the votes thereon or their proxies. Except as otherwise provided by law, or by the Articles of Incorporation, all other matters shall be determined by a majority of the votes cast by the holders of shares entitled to vote thereon or their proxies. ARTICLE I Directors Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as otherwise provided by law or by the Articles of Incorporation. Section 2. Number, Tenure and Qualifications. The number of directors of the Corporation shall be as determined from time to time by the Board of Directors but shall not be less than two nor more than eleven. Each director shall hold office for the term for which he is named or elected and until his successor shall have been elected and qualified, or until his resignation or removal. Section 3. Annual Meetings. The newly elected Board of Directors shall meet immediately following the annual meeting of shareholders at the place where such annual shareholders meeting is held for the purpose of the organization of the Board, the election of officers, and the transactions of such other business as may properly come before the meeting, and no notice of such meeting shall be necessary. Section 4. Regular Meeting. Regular meetings of the Board of Directors may be held without notice at such times and at such places, within or without the State of Michigan, as shall from time to time be determined by the Board. Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors, and shall be called at the request of any two directors. Such meetings, if called by the Chairman of the Board, the President or by a majority of the directors may be held at such place within or without the State of Michigan as the Chairman of the Board, the President or as a majority of the Board of 2 Chairman of the Board, the President or a majority of the Board of Directors, they shall be held at the registered office the Corporation in the State of Michigan unless otherwise consented to in writing by all of the directors or unless previous nuclear attack prevents the holding of a meeting at such place, in which case such meeting shall be held as close to such registered office as possible. Section 6. Notice. Notice of any special meeting of directors shall be given by or at the direction of the Chairman of the Board, the President, the Secretary or the directors calling the meeting by written notice delivered personally or mailed to each director at his business address, by telegram or by facsimile. If mailed, such notice shall be given at least four days prior to the meeting and shall be deemed to be given when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram or facsimile, such notice shall be given at least twenty-four hours prior to the meeting and shall be deemed to be given when the telegram is delivered to the telegraph company or successful transmission of facsimile. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A director may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute attendance at any meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 7. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 8. Manner of Acting. The vote of the majority of directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless a larger number is required by law, the Articles of Corporation or these Bylaws. Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining members of the Board though less than a quorum. Such vacancies may be filled for a term of office continuing only until the next election of Directors by the Shareholders. Section 10. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, adopt by a majority of directors then in office, a fixed sum and expenses of attendance, if any may be allowed for attendance at each meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any capacity other than as a director or officer and receiving compensation therefor. Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, and may designate one or more directors as 3 Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more directors, and may designate one or more directors as alternate members of a committee to replace an absent or disqualified member at a committee meeting. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may by unanimous vote appoint another director to act at the meeting in the place of such absent or disqualified member. Committees and each member thereof shall serve at the pleasure of the Board. To the extent provided by the resolution of the Board of Directors a committee shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the Corporation. ARTICLE III Officers Section 1. Number. The Board of Directors shall elect a Chairman of the Board, a President, a Secretary and a Treasurer, and may elect a Vice Chairman of the Board, a Controller, one or more Executive Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may deem necessary for the transaction of the business of the Corporation. No one of the said officers except the Chairman of the Board and the Vice Chairman of the Board need be a director. Two or more of the above offices except those of President and Vice President may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders subject to the power of the Board of Directors to designate any office at any time and elect any person thereto. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for the term for which he is elected and until his successor is elected and qualified or until his resignation or removal. Section 3. Removal and Resignations. Any officer or agent may be removed by the Board of Directors with or without cause. An officer may resign by written notice to the Corporation. Such resignations shall be effective upon receipt by the Corporation or at a subsequent time specified in the notice of resignation. Section 4. Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason. 4 Section 5. Authority of Officers, Agents and Employees, Generally, Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all officers, agents and employees of the Corporation shall have such powers and perform such duties as from time to time may be prescribed by the Board of Directors, or the Chairman of the Board. However, unless specifically authorized by resolution of the Board of Directors, a person who is not an officer of the Corporation shall have no authority to execute on its behalf any (1) contract for the purchase or sale of lands or buildings, (2) deed, (3) lease of lands or buildings, (4) mortgage. (5) instrument creating any lien on the personal or real property of the Corporation or (6) contract or other instrument not entered into in the ordinary course of business. Section 6. The Chairman of the Board, The Vice Chairman of the Board and the President. In addition to the powers and duties elsewhere herein conferred or provided for, the Chairman of the Board, the Vice Chairman of the Board and the President shall have the following powers and duties subject to the direction and under the supervision of the board of Directors. The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders. In the absence of the Chairman of the Board, the Vice Chairman of the Board, if such office shall be created, shall so preside. The President shall preside at meetings of the Board of Directors and of the shareholders in the absence of the Chairman of the Board and any Vice Chairman of the Board. Section 7. The Secretary. In addition to the powers and duties elsewhere herein conferred or provided for, the Secretary shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. He shall attend all meetings of the Board and all meetings of the shareholders and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for the purpose. He shall perform like duties for all directors' committees when required. He shall have custody of the seal of the Corporation and shall have authority to cause such seal to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been dully authorized. He shall cause to be kept records containing the names and addresses of all shareholders of the Corporation, the number, class and series of shares held by each and the dates when they respectively became shareholders of record thereof at the registered office of the Corporation or at the office of its transfer agent within or without the State of Michigan. In general, he shall perform the duties usually incident to the office of Secretary. At any meeting of the shareholders or Board of Directors at which the Secretary is not present a Secretary Pro Tempore or Clerk of the meeting may be appointed by the meeting. Section 8. The Treasurer. In addition to the powers and duties elsewhere herein conferred or provided for, the Treasurer shall have the following powers and duties subject to the direction and under the control of the Board of Directors and the Chairman of the Board. He shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Director, and, in general, he shall perform the duties usually incident to the office of Treasurer. If required by the Board of Directors, the Treasurer shall furnish the corporation with a proper bond, in a sum and with one or more 5 sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his office, and for the restoration to the Corporation in case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the Corporation. Section 9. Assistant Secretaries and Assistant Treasurers. In addition to the powers and duties elsewhere herein conferred or provided for, Assistant Secretaries and Assistant Treasurers shall have the following powers and duties subject to the direction and under the supervision of the Board of Directors and the Chairman of the Board. Any Assistant Secretary or Assistant Treasurer may act as the Secretary or Treasurer, respectively, in the case of the sickness, disability or temporary absence of the Secretary or Treasurer, s the case may be. In addition, any Assistant Secretary shall have the authority to cause the seal of the Corporation to be affixed to or impressed or otherwise reproduced upon all documents the execution of which on behalf of the Corporation shall have been duly authorized whether or not the Secretary is sick, disabled or absent. ARTICLE IV Fixing Record Date In order to determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholder shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE V Loans, Checks, Deposits, etc. Section 1. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officers, employees, or agents of the Corporation and in such manner as shall from time to 6 time be determined by or pursuant to and in accordance with general or specific resolutions of the Board of Directors. Section 3. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. Such selection shall be by or pursuant to and accordance with a general or specific resolution of the Board of Directors. ARTICLE VI Certificates for Shares Section 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in such form conforming to applicable laws as may be determined by the Board of Directors and shall be signed by or in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, certifying the number, and class and series of shares represented by such certificate. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer has signed or whose facsimile signature has been places upon a certificate ceases to be such officer before such certificate is issued it may be issued by the Corporation with the same effect as if he were such officer at the date of issue. Section 2. Lost Certificate. If a certificate of stock be lost or destroyed, a new certificate of the identical tenor of the one alleged to be lost or destroyed may be issued upon satisfactory proof of such loss or destruction, and, if required by the Board of Directors, the giving of a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged lost or destroyed certificate or the issuance of such a new certificate. Section 3. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or transfer agent of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of the certificates for shares. It may appoint one or more transfer agents or registrars or both, and may require all certificates to bear the signature of either or both. Section 5. Elimination of Certificates for Stock. The Corporation may by resolution of the Board of Directors eliminate certificates representing shares of the Corporation and provide for 7 such other methods of recording, noticing ownership and disclosure as may be provided by the rules of any national securities exchange on which such shares are listed. ARTICLE VII Fiscal Year The fiscal year of the Corporation shall begin on the first day of January in each year and end on the thirty-first day of December in each year. ARTICLES VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul Global Properties, Inc., Michigan" between the circles and the words "Corporate Seal" in the center, if deemed necessary by the Board of Directors. ARTICLE IX Emergency Provisions Section 1. General. The provisions of this Article shall be operative only during a national emergency declared by the President of the United States or the person performing the President's functions, or in the event of a nuclear, atomic or other attack on the United States or a disaster making it impossible or impracticable for the Corporation to conduct its business without recourse to the provisions of this Article. Said provisions in such event shall override all other Bylaws of the Corporation in conflict with any provisions of this Article, and shall remain operative so long as it remains impossible or impracticable to continue the business of the Corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good faith pursuant to such provisions shall thereafter remain in full force and effect unless and until revoked by action taken pursuant to the provisions of the Bylaws other than those contained in this Article. Section 2. Unavailable Directors. All directors of the Corporation who are not available to perform their duties as directors by reason of physical or mental incapacity or for any other reason or who are unwilling to perform their duties or whose whereabouts are unknown shall automatically cease to be directors, with like effect as if such persons had resigned as directors, so long as such unavailability continues. Section 3. Authorized Number of Directors. The authorized number of directors shall be the number of directors remaining after eliminating those who have ceased to be directors pursuant 8 to Section 2 of this Article, or the minimum number required bylaw, whichever number is greater. Section 4. Quorum. The number of directors necessary to constitute a quorum shall be one-third of the authorized number of directors as specified in the foregoing Section, or such other minimum number as, pursuant to the law or lawful decree then in force, it is possible for the Bylaws of a corporation to specify. Section 5. Creation of Emergency Committee. In the event the number of directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article is less than the minimum number of authorized directors required by law, then until the appointment of additional directors to make up such required minimum, all the powers and authorities which the Board could by law delegate, including all powers and authorities which the Board could delegate to a committee, shall be automatically vested in an emergency committee, and the emergency committee shall thereafter manage the affairs of the Corporation pursuant to such powers and authorities and shall have all other powers and authorities as may by law or lawful decree be conferred on any person or body of persons during a period of emergency. Section 6. Constitution of Emergency Committee. The emergency committee shall consist of all the directors remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this Article, provided that such remaining directors are not less than three in number. In the event such remaining directors are less than three in number, the emergency committee shall consist of three persons, who shall be the remaining director or directors and either one or two officers or employees of the Corporation, as the remaining director or directors may in writing designate. If there is no remaining director, the emergency committee shall consist of the three most senior officers of the Corporation who are available to serve, and if and to the extent that officers are not available, the most senior employees of the Corporation. Seniority shall be determined in accordance with any designation of seniority in the minutes of the proceedings of the Board, and in the absence of such designation, shall be determined by rate of remuneration. In the event that there are no remaining directors and no officers or employees of the Corporation available, the emergency committee shall consist of three persons designated in writing by the shareholder owning the largest number of shares of record as of the date of the last record date. Section 7. Powers of Emergency Committee. The emergency committee, once appointed, shall govern its own procedures and shall have power to increase the number of members thereof beyond the original number, and in the event of a vacancy or vacancies therein, arising at any time, the remaining member or members of the emergency committee shall have the power to fill such vacancy or vacancies. In the event at any time after its appointment all members of the emergency committee shall die or resign or become unavailable to act for any reason whatsoever, a new emergency committee shall be appointed in accordance with the foregoing provisions of this Article. 9 Section 8. Directors Becoming Available. Any person who has ceased to be a director pursuant to the provisions of Section 2 of this Article and who thereafter becomes available to serve as a director shall automatically become a member of the emergency committee. Section 9. Election of Board of Directors. The emergency committee shall, as soon after its appointment as is practicable, take all requisite action to secure the election of a Board of Directors, and upon such election all the powers and authorities of the emergency committee shall cease. Section 10. Termination of Emergency Committee. In the event, after the appointment of an emergency committee, a sufficient number of persons who ceased to be directors pursuant to Section 2 of this Article become available to serve as directors, so that if they had not ceased to be directors as aforesaid, there would be enough directors to constitute the minimum number of directors required by law, then all such persons shall automatically be deemed to be reappointed as directors and the powers and authorities of the emergency committee shall be at an end. ARTICLE X Amendments These Bylaws may be altered or new Bylaws may be made and adopted by the affirmative vote of a majority of the Board of Directors. 10 EX-3.18 16 FELT PRODUCTS MFG. CO.'S RESTATED CERTIFICATE EXHIBIT 3.18 RESTATED CERTIFICATE OF INCORPORATION OF FELT PRODUCTS MFG. CO. Felt Products Mfg. Co. (the "Corporation"), which filed its original Certificate of Incorporation with the Secretary of State of Delaware on December 13, 1965 and exists under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that this Restated Certificate of Incorporation restates and further amends the provisions of the Corporation's Certificate of Incorporation, as heretofore amended or supplemented, and was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. ARTICLE ONE The name of the Corporation is Felt Products Mfg. Co. ARTICLE TWO The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the Corporation's registered agent is The Corporation Trust Company. ARTICLE THREE The nature of the Corporation's business is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE FOUR Section 4.01. Authorized Capital Stock. (a) The total number of shares of all classes of stock which the Corporation is authorized to issue is 350,330, divided into six (6) classes. Each share of each class has a par value of $.01. The designation of each class and the number of shares of each class which the Corporation is authorized to issue are as follows: NUMBER OF CLASS AUTHORIZED SHARES ----- ----------------- Class A 10% Cumulative Preferred Stock 5,000 ("Class A Preferred Stock") Class B 10% Cumulative Preferred Stock 75,000 ("Class B Preferred Stock") Class A 6.5% Cumulative and 10,000 Participating Preferred Stock ("Class A Participating Preferred Stock") Class B 6.5% Cumulative and 125,000 Participating Preferred Stock ("Class B Participating Preferred Stock") Voting Preferred Stock ("Voting 10,330 Preferred Stock") Common Stock ("Common Stock") 125,000 The Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock, Class B Participating Preferred Stock and Voting Preferred Stock are hereinafter referred to collectively as the "Preferred Stock". (b) The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are hereinafter set forth. Section 4.02. Dividends. (a) Subject to the conditions hereinafter set forth, each year the holders of the Preferred Stock shall be entitled to receive, out of the assets of the Corporation legally available therefor, the dividends provided for in Subsections 4.02(c)(i), (ii), (iii), (iv) and (v) below, if and when declared by the Board of Directors. Except for the participating dividends of the Class A Participating Preferred Stock and the Class B Participating Preferred Stock and the non-cumulative dividends of the Voting Preferred Stock, all dividends on Preferred Stock shall be cumulative and shall accumulate from the date of issuance of the Preferred Stock, whether or not funds for such dividends shall have been earned, or such dividends shall have been declared or there are or were any assets of the Corporation legally available therefor. Dividends payable on Preferred Stock for any period less than a full year shall be computed pro rata on the basis of a 360-day year consisting of twelve 30-day months. -2- (b) For the purpose of determining the manner in which dividends paid by the Corporation should be allocated among the Corporation's six classes of stock, based on the preferences described herein, the Corporation will be deemed to have paid on January 1 of each year to the holders of Class A Preferred Stock and Class A Participating Preferred Stock an amount per share equal to the net earnings per share of Unity Sales Corp., an Illinois corporation ("Unity"), for the 12-month period ending on December 31 of the immediately preceding calendar year. The term "net earnings per share," as used herein, shall mean the net earnings per share of Unity, for federal income tax purposes, as determined by Unity's regularly employed accountants in accordance with generally accepted accounting principles consistently applied. This deemed annual dividend payment from the Corporation is hereinafter referred to as the "Unity Offset," and it shall be treated as a payment of First Level Preference Dividends, Second Level Preference Dividends and Third Level Preference Dividends, as hereinafter defined, to the Class A Preferred Stock and the Class A Participating Preferred Stock, in the same order that those dividends would be paid if the Corporation had, in fact, made such a distribution to each share of Class A Preferred Stock and Class A Participating Preferred Stock on January 1 of such year, and if on said date each share of Class A Preferred Stock and Class A Participating Preferred Stock had accrued and unpaid dividends thereon for the entire year in which such distribution is deemed made, notwithstanding the provision above that dividends payable on Preferred Stock for any period less than a full year shall be computed pro rata. The Unity Offset shall occur irrespective of whether the holders of Class A Preferred Stock or Class A Participating Preferred Stock shall have received or be entitled to receive any dividends as shareholders of Unity. (c) (i) Each year, each holder of Class A Preferred Stock shall be entitled to receive cumulative preferred dividends in cash at the rate of one thousand dollars ($1,000) per share and no more; (ii) Each year, each holder of Class B Preferred Stock shall be entitled to receive cumulative preferred dividends in cash at the rate of ten dollars ($10) per share and no more; (iii) Each year, each holder of Class A Participating Preferred Stock shall be entitled to receive (1) cumulative preferred dividends in cash at the rate of four hundred twenty-two dollars fifty cents ($422.50) per share, and (2) noncumulative participating dividends as provided in Subsection 4.02(g). -3- (iv) Each year, each holder of Class B Participating Preferred Stock shall be entitled to receive (1) cumulative preferred dividends in cash at the rate of six dollars fifty cents ($6.50) per share, and (2) noncumulative participating dividends as provided in Subsection 4.02(g). (v) Each year, each holder of Voting Preferred Stock shall be entitled to receive noncumulative preferred dividends in cash at the rate of ten cents ($.10) per share and no more. (d) Subject to the qualifications set forth in this Section 4.02, with respect to each year, all dividends on Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock shall be paid or set apart for payment in the following order of preference: (i) Dividends of six hundred twenty-five dollars ($625.00) per share and six dollars twenty-five cents ($6.25) per share (or, in the case of a dividend with respect to the current year, the entire accrued and unpaid dividend from January 1 of that year through the applicable Record Date, as hereinafter defined, if such accrued and unpaid dividend is less than $625 or $6.25, respectively) shall be paid to or set apart for the holders of Class A Preferred Stock and Class B Preferred Stock, respectively (the "First Level Preference Dividends"), before any other dividends, with respect to said year, shall be paid to or set apart for the holders of any other class of stock of the Corporation. First Level Preference Dividends, when paid to or set apart for the holders of Class A Preferred Stock and Class B Preferred Stock, shall be applied against accrued and unpaid First Level Preference Dividends in the order in which they accrued, that is to say, such First Level Preference Dividends shall be applied against the earliest year with respect to which there are any accrued and unpaid First Level Preference Dividends. No First Level Preference Dividends shall be paid to or set apart for the holders of Class A Preferred Stock or Class B Preferred Stock, with respect to any year, unless and until, with respect to each preceding year after the issuance of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock or Class B Participating Preferred Stock, all First Level Preference Dividends and Second Level Preference Dividends (as hereinafter defined) shall have been paid in full or funds sufficient for the payment thereof set apart. (ii) Subject to the prior payment of the First Level Preference Dividends, dividends of three hundred forty-one dollars twenty-five cents ($341.25) per share and five dollars twenty-five cents ($5.25) per share (or, in the case of a dividend with respect to the current year, the entire accrued and unpaid -4- dividend from January 1 of that year through the applicable Record Date, as hereinafter defined, if such accrued and unpaid dividend is less than $341.25 or $5.25, respectively) shall be paid to or set apart for the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock, respectively (the "Second Level Preference Dividends"), before any other dividends, with respect to said year, shall be paid to or set apart for the holders of any other class of stock of the Corporation. Second Level Preference Dividends, when paid to or set apart for the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock, shall be applied against accrued and unpaid Second Level Preference Dividends in the order in which they accrued, that is to say, such Second Level Preference Dividends shall be applied against the earlier year with respect to which there are any accrued and unpaid Second Level Preference Dividends. (iii) At such time as all First Level Preference Dividends and Second Level Preference Dividends have been paid to or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to each year after the issuance of such stock, any additional dividends paid or set apart by the Corporation at such time shall be paid to or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, until, with respect to each year after the issuance of such stock, such holders receive their full preferred dividends of one thousand dollars ($1,000) per share, ten dollars ($10) per share, four hundred twenty-two dollars fifty cents ($422.50) per share, and six dollars fifty cents ($6.50) per share, respectively (the "Third Level Preference Dividends"), or in the case of a dividend with respect to the current year, the entire accrued and unpaid dividend from January 1 of that year through the applicable Record Date, as hereinafter defined. Third Level Preference Dividends, when paid or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, shall be applied against accrued and unpaid Third Level Preference Dividends in the order in which they accrued, that is to say, such Third Level Preference Dividends shall be applied against the earliest year with respect to which there are any accrued and unpaid Third Level Preference Dividends. (e) First Level Preference Dividends paid to or set apart for the holders of Class A Preferred Stock and Class B Preferred Stock shall be distributed ratably among such holders so that the amounts of any dividends paid, or set apart for payment, on each share of Class A Preferred Stock and Class B Preferred Stock shall -5- bear to each other the ratio of 100 to 1; provided, however, that if any First Level Preference Dividends for any year shall be deemed to have been paid to the Class A Preferred Stock by reason of the Unity Offset, any additional First Level Preference Dividends with respect to said year shall be paid to or set apart solely for the holders of Class B Preferred Stock until such time as the ratio of First Level Preference Dividends paid or set apart for each share of Class A Preferred Stock and Class B Preferred Stock, with respect to said year, is 100 to 1. Second Level Preference Dividends paid to or set apart for the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock shall be distributed ratably among such holders so that the amounts of any dividends paid or set apart for each share of Class A Participating Preferred Stock and Class B Participating Preferred Stock shall bear to each other the ratio of 65 to 1; provided, however, that if any Second Level Preference Dividends for any year shall be deemed to have been paid to the Class A Participating Preferred Stock by reason of the Unity Offset, any additional Second Level Preference Dividends with respect to said year shall be paid to or set apart solely for the holders of Class B Participating Preferred Stock, until such time as the ratio of Second Level Preference Dividends paid or set apart for each share of Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to said year, is 65 to 1. Third Level Preference Dividends paid to or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to any year, shall be paid or set apart as follows: (i) The Corporation shall first determine, with respect to said year, the ratio of (1) the total of Third Level Preference Dividends which would be paid to or set apart for the holders of Class A Preferred Stock and Class B Preferred Stock as a single class (collectively, the "A & B Preferred Stock"), if the Unity Offset was not taken into consideration, to (2) the total of Third Level Preference Dividends which would be paid to or set apart for the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock as a single class (collectively, the "A & B Participating Stock"), if the Unity Offset was not taken into consideration. Said ratio shall hereinafter be referred to as the "Preferred/Participating Ratio Without the Unity Offset." (ii) If with respect to any year, the class A Participating Preferred Stock shall be deemed to have received any Third Level Preference Dividends with respect to that -6- year as a result of the Unity Offset, then Third Level Preference Dividends shall then be paid to or set apart solely for the holders of the A & B Preferred Stock until such time as the ratio of (1) the total of Third Level Preference Dividends paid to or set apart for the holders of the A & B Preferred Stock (taking into consideration the Unity Offset) to (2) the total of Third Level Preference Dividends paid to or set apart for the holders of the A & B Participating Stock (taking into consideration the Unity Offset), is equal to the Preferred/Participating Ratio Without the Unity Offset. Such Third Level Preference Dividends shall be paid to or set apart solely for the holders of Class B Preferred Stock until such time as the ratio of Third Level Preference Dividends paid or set apart for each share of Class A Preferred Stock and Class B Preferred Stock, with respect to said year, is 100 to 1. Thereafter, all Third Level Preference Dividends paid to or set apart for the holders of the A & B Preferred Stock, with respect to said year, shall be distributed ratably among the holders of Class A Preferred Stock and Class B Preferred Stock so that the amount of such dividends paid, or set apart for payment, on the shares of Class A Preferred Stock and Class B Preferred Stock shall bear to each other the ratio of 100 to 1. (iii) After the portion of the Third Level Preference Dividends provided for in Subsection 4.02(e)(ii) shall have been paid in full, or amounts sufficient for the payment thereof set apart, or if no Third Level Preference Dividends needs to be paid or set apart pursuant to Subsection 4.02(e)(ii), any Third Level Preference Dividends, or any additional Third Level Preference Dividends, as the case may be, shall be distributed between the holders of A & B Preferred Stock and the holders of A & B Participating Stock in a ratio equal to Preferred/Participating Ratio Without the Unity Offset. (1) All such dividends allocated to the A & B Preferred Stock shall be paid to or set apart solely for the holders of Class B Preferred Stock until such time as the ratio of Third Level Preference Dividends paid or set apart for each share of Class A Preferred Stock and Class B Preferred Stock, with respect to said year, is 100 to 1. Thereafter, all Third Level Preference Dividends paid to or set apart for the holders of A & B Preferred Stock shall be distributed ratably among the holders of -7- Class A Preferred Stock and Class B Preferred Stock so that the amount of such dividends paid, or set apart for payment, on the shares of Class A Preferred Stock and Class B Preferred Stock shall bear to each other the ratio of 100 to 1. (2) All such dividends allocated to the A & B Participating Stock shall be paid to or set apart solely for the holders of Class B Participating Preferred Stock until such time as the ratio of Third Level Preference Dividends paid or set apart for each share of Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to said year, is 65 to 1. Thereafter, all Third Level Preference Dividends paid to or set apart for the holders of A & B Participating Stock shall be distributed ratably among the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock so that the amount of such dividends paid, or set apart for payment, on the shares of Class A Participating Preferred Stock and Class B Participating Preferred Stock shall bear to each other the ratio of 65 to 1. (f) After all First, Second and Third Level Preference Dividends shall have been paid to or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to each year after the issuance of such stock, a noncumulative dividend at the annual rate of $.10 per share (the "Fourth Level Preference Dividends") shall be paid to or set apart for the holders of Voting Preferred Stock, before the dividends referred to in Subsection 4.02(g) shall be paid to or set apart for the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock and Common Stock. (g) After all First, Second and Third Level Preference Dividends shall have been paid to or set apart for the holders of Class A Preferred Stock, Class B Preferred Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, with respect to each year after the issuance of such stock, and the Fourth Level Preference Dividends provided for in Subsection 4.02(f) shall have been paid to or set apart for the holders of Voting Preferred Stock, any additional dividends shall be paid to or set apart for the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock and Common Stock, in the following proportions. The holders of the Class A Participating Preferred Stock shall be entitled to receive or have set apart for payment an amount per share equal to 419.88% of the -8- amount per share paid to or set apart for the holders of the Common Stock, and the holders of the Class B Participating Preferred Stock shall be entitled to receive or have set apart for payment an amount per share equal to 6.46% of the amount per share paid to or set apart for the holders of the Common Stock. The amount per share paid to or set apart for the holders of the Common Stock shall be determined by dividing the total dividend to be paid or set apart for the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock and Common Stock, pursuant to this Subsection 4.02(g), by the sum of the amounts set forth in Subsections 4.02(g)(i), (ii) and (iii) below. (i) the number of then outstanding shares of Common Stock; (ii) the number of then outstanding shares of Class A Participating Preferred Stock multiplied by 4.1988; and (iii) the number of then outstanding shares of Class B Participating Preferred Stock multiplied by .0646. (h) All dividends on the Corporation's stock shall be paid to the holders of record of such stock at the close of business on the date specified by the Board of Directors (the "Record Date") at the time such dividend is declared. All allocations of dividends pursuant to the preferences and formulas set forth in this Section 4.02 shall be as of the Record Date. (i) All dividends paid on any class of stock of the Corporation shall be paid ratably to the holders of such class in direct proportion to the number of shares of such class held by each holder, and each fractional share of each class of stock of the Corporation shall be entitled to a ratably proportionate amount of all dividends paid on each outstanding share of such class. Section 4.03. Liquidation. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, the assets of the Corporation available for distribution to the Corporation's stockholders shall be distributed in the manner hereinafter set forth. (b) The holders of Class A Preferred Stock and Class B Preferred Stock shall be entitled to receive base liquidation values of ten thousand dollars ($10,000) per share and one hundred dollars ($100) per share, respectively, in addition to an amount equal to all accrued but unpaid dividends thereon, before any distributions shall be made to the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock, Voting Preferred Stock or Common Stock. If the assets of the Corporation available for distribution to the stockholders are insufficient to pay in -9- full the amounts provided hereunder for the holders of the Class A Preferred Stock and Class B Preferred Stock, all amounts paid hereunder to the holders of Class A Preferred Stock and Class B Preferred Stock shall be distributed ratably among such holders so that the amounts of any such distributions on the shares of Class A Preferred Stock and Class B Preferred Stock shall bear to each other the ratio of 100 to 1; provided, however, that if the ratio of the distributions to be paid to or set apart for the holders of shares of Class A Preferred Stock and Class B Preferred Stock is less than 100 to 1 because dividends shall have been deemed paid to the holders of Class A Preferred Stock by reason of the Unity Offset, all distributions pursuant to this subsection shall first be paid to or set apart for the holders of Class B Preferred Stock until such time as the ratio of the remaining unpaid distributions to be paid to or set apart for the holders of shares of Class A Preferred Stock and Class B Preferred Stock is 100 to 1. (c) After the amounts payable to the holders of Class A Preferred Stock and Class B Preferred Stock pursuant to Subsection 4.03(b) shall have been paid in full, or amounts sufficient for the payment thereof set apart, the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock shall be entitled to receive base liquidation values of six thousand five hundred dollars ($6,500) per share and one hundred dollars ($100) per share, respectively, in addition to an amount equal to all accrued but unpaid dividends thereon, before any distributions shall be made to the holders of Voting Preferred Stock or Common Stock. If the assets of the Corporation available for distribution to the Class A Participating Preferred Stock and Class B Participating Preferred Stock pursuant to this subsection are insufficient to pay the full amounts provided hereunder for the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock, all distributions made to the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock hereunder shall be distributed ratably among such holders so that the amounts of such distributions shall bear to each other the ratio of 65 to 1; provided, however, that if the ratio of distributions to be paid to or set apart for the holders of shares of Class A Participating Preferred Stock and Class B Participating Preferred Stock is less than 65 to 1 because dividends shall have been deemed paid to the holders of Class A Participating Preferred Stock by reason of the Unity Offset, all distributions pursuant to this subsection shall first be paid to or set apart for the holders of Class B Participating Preferred Stock until such time as the ratio of the remaining unpaid distributions to be paid to or set apart for the holders of shares of Class A Participating Preferred Stock and Class B Participating Preferred Stock is 65 to 1. -10- (d) After the amounts payable to the holders of Class A Participating Preferred Stock and Class B Participating Preferred Stock pursuant to Subsection 4.03(c) shall have been paid in full, or amounts sufficient for the payment thereof set apart, the holders of Voting Preferred Stock shall be entitled to receive a base liquidation value of one dollar ($1) per share in addition to any declared and unpaid dividend thereon, before any distributions shall be made to the holders of Common Stock, Class A Participating Preferred Stock and Class B Participating Preferred Stock, pursuant to Subsection 4.03(e). If the assets of the Corporation available for distribution to the Voting Preferred Stock are insufficient to pay the full amount provided hereunder for the holders of Voting Preferred Stock, all distributions made to the holders of Voting Preferred Stock hereunder shall be distributed ratably among such holders in direct proportion to the number of shares held by each such holder. (e) After the amounts payable to the holders of Voting Preferred Stock pursuant to Subsection 4.03(d) shall have been paid in full, or amounts sufficient for the payment thereof set apart, the remaining assets of the Corporation available for distribution to the Corporation's stockholders shall be distributed to the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock and Common Stock, in the following proportions. The holders of the Class A Participating Preferred Stock shall be entitled to receive an amount per share equal to 419.88% of the amount per share distributed to the holders of the Common Stock, and the holders of the Class B Participating Preferred Stock shall be entitled to receive an amount per share equal to 6.46% of the amount per share distributed to the holders of the Common Stock. The amount per share distributed to the holders of the Common Stock shall be determined by dividing an amount equal to the remaining assets of the Corporation available for distribution to the holders of Class A Participating Preferred Stock, Class B Participating Preferred Stock and Common Stock, pursuant to this Subsection 4.03(e), by the sum of the amounts set forth in Subsections 4.03(e)(i), (ii) and (iii) below. (i) The number of then outstanding shares of Common Stock; (ii) The number of then outstanding shares of Class A Participating Preferred Stock multiplied by 4.1988; and (iii) The number of then outstanding shares of Class B Participating Preferred Stock multiplied by .0646. (f) All distributions made on any class of stock of the Corporation pursuant to this Subsection 4.03 shall be made ratably to the holders of such class in direct proportion to the number of -11- shares of such class held by each holder, and each fractional share of each class of stock of the Corporation shall be entitled to a ratably proportionate amount of all distributions made on each outstanding share of such class. Section 4.04 Voting. Except as otherwise provided by law, the holder of each outstanding share of Voting Preferred Stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders, and no holder of any other class of stock of the Corporation shall have any voting rights in respect of the shares of such other class of stock held by such holder; provided, however, that at each election of directors of the Corporation, each holder of Voting Preferred Stock shall be entitled to the number of votes determined by multiplying the number of shares of Voting Preferred Stock held by such holder by the number of directors to be elected at such election of directors, and at such election of directors, each holder of Voting Preferred Stock shall be entitled to cast the votes to which such holder is entitled for a single director, or between or among any two or more directors, as such holder of Voting Preferred Stock may see fit. Section 4.05. Preemptive Rights. No stockholder shall by reason of his holding shares of any class of the Corporation's stock have any preemptive or preferential right to purchase or subscribe to any shares of any class of the Corporation's stock, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class of the Corporation's stock, now or hereafter to be authorized, whether or not the issuance of any such shares, notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the Board of Directors, in its discretion, from time to time may grant and at such prices as the Board of Directors in its discretion may fix; and the Board of Directors may issue shares of any class of the Corporation's stock, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class. ARTICLE FIVE The Corporation shall indemnify any and all of its directors or officers or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owned shares of capital stock or of which it is a creditor, against expenses actually and necessarily -12- incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Corporation, or such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in such action, suit or proceeding to be liable for gross, wanton or willful negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders, or otherwise. ARTICLE SIX The Corporation is to have perpetual existence. ARTICLE SEVEN The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever. ARTICLE EIGHT In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: To make, alter or repeal the by-laws of the Corporation. To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation. To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By resolution passed by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution or in the by-laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors. -13- When and as authorized by the affirmative vote of the holders of a majority of the Voting Preferred Stock issued and outstanding, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the Voting Preferred Stock issued and outstanding, (a) to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation, or (b) to equitably amend or modify the Plan of Recapitalization (adopted by the stockholders on September 30, 1985) if and to the extent necessary to implement the purposes of said Plan of Recapitalization. ARTICLE NINE In the absence of fraud, no contract or other transaction between this Corporation and any other corporation or any partnership or association shall be affected or invalidated by the fact that any director or officer of this Corporation is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or in any way connected with any person or persons, firm, association, partnership or corporation pecuniarily or otherwise interested therein; any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any such contract or transaction with like force and effect as if he were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership. ARTICLE TEN Meetings of the stockholders may be held outside the State of Delaware, if the by-laws so provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Elections of directors need not be by ballot unless the by-laws of the Corporation shall so provide. ARTICLE ELEVEN The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorpo- -14- ration, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. IN WITNESS WHEREOF, said Felt Products Mfg. Co. has caused this Restated Certificate of Incorporation to be signed by L.C. Weinberg, its President, and E. Lehman, its assistant secretary, this 30th day of September, 1985. FELT PRODUCTS MFG. CO. /s/ L.C. Weinberg --------------------------------- President ATTEST: /s/ Elliot Lehman - --------------------------------- ________________, Assistant Secretary -15- CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF FELT PRODUCTS MFG. CO. FELT PRODUCTS MFG. CO., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY CERTIFY THAT: 1. In accordance with the provisions of Section 242 of the Act, an amendment to the Restated Certificate of Incorporation of this Corporation has been duly adopted by the holders of a majority of the outstanding stock of each class of this Corporation entitled to vote thereon as a class and by the Board of Directors of this Corporation by written consent in accordance with Sections 228(a) and 141(f), respectively, of the Act. 2. Said amendment amends Article Four of the Restated Certificate of Incorporation so that, as amended, said Article Four, in its entirety, shall read as follows: The total number of shares of stock which the Corporation is authorized to issue is 200,100 shares, consisting of 100 shares of Voting Common Stock, par value $.01 per share, and 200,000 shares of Non-Voting Common Stock, par value $.01 per share. The designations, preferences, qualifications, limitations, restrictions and special or relative rights of the Voting Common Stock and the Non-Voting Common Stock shall be as follows: (a) Voting Rights. Each share of Voting Common Stock shall be entitled to one (1) vote on all corporate matters upon which stockholders of the corporation are entitled to vote. Each fractional share of Voting Common Stock shall have a vote equal to its corresponding percentage of one share, and each voting requirement for a majority or other proportion of the outstanding voting stock of the Corporation shall require majority or other applicable proportion of the votes of such stock. The holders of Voting Common Stock shall have and possess the exclusive voting rights and powers, and the holders of Non-Voting Common Stock shall not be entitled to vote upon the election of directors or in respect of any other matters whatsoever, except as otherwise required by law. (b) Other. Except as hereinabove provided, the holders of Voting Common Stock and Non-Voting Common Stock shall participate equally, share and share alike, in the payment of any dividends of the corporation and in the distribution of assets in the event of liquidation of the corporation, whether voluntary or involuntary, after the payment of all debts of the corporation, and in all other respects shall be treated alike and shall have the same rights, privileges and powers, and shall be subject to the same qualifications, limitations, and restrictions. Upon this amendment becoming effective, each share of the existing Class A 10% Cumulative Preferred Stock, Class B 10% Cumulative Preferred Stock, Class A 6.5% Cumulative and Participating Preferred Stock, Class B 6.5% Cumulative and Participating Preferred Stock, Voting Preferred Stock and Common Stock of the Corporation, each par value $.01 per share, then issued and outstanding (collectively, the "Existing Stock") shall be automatically convened into the following number of shares of the Voting Common Stock or Non-Voting Common Stock, as the case may be (collectively, the "New Stock"), without further action on the part of the holder thereof: Number and Class of Shares of New Stock into which each Share of Existing Stock is to be Converted --------------------------------- Class of Existing Stock Number Class - ----------------------- ------ ----- Class A 10% Cumulative Preferred Stock 7.204177668 Non-Voting Common Stock Class B 10% Cumulative Preferred Stock 0.072006975 Non-Voting Common Stock Class A 6.5% Cumulative and Participating 7.490904089 Non-Voting Preferred Stock Common Stock Class B 6.5% Cumulative and Participating 0.115247885 Non-Voting Preferred Stock Common Stock Voting Preferred Stock 0.000305125 Voting Common Stock Common Stock 1.000000000 Non-Voting Common Stock 3. Said amendment shall be effective as of the close of business on December 29, 1996 (the "Effective Date"). IN WITNESS WHEREOF, FELT PRODUCTS MFG. CO. has caused this Certificate of Amendment to be signed to this 26th day of December, 1996. FELT PRODUCTS MFG. CO. By: /s/ Pamela Forbes Lieberman -------------------------------- Name: Pamela Forbes Lieberman --------------------------- Title: Vice President Finance -------------------------- EX-3.19 17 FELT PRODUCTS MFG. CO.'S BYLAWS EXHIBIT 3.19 FELT PRODUCTS MFG. CO. -o-O-o- B Y - L A W S -o-O-o- ARTICLE I OFFICES Section 1. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Skokie, State of Illinois, at such place as may be fixed from time to time by the board of directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 1. Section 2 of Article II of the By-laws is hereby deleted in its entirety and the following substituted in its place: "Section 2. Annual meetings of stockholders, commencing with the year 1986, shall be held on such date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which the stockholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting." Section 3. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat at least ten days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, during ordinary business hours, for a period of at least ten days prior to the election, either at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held, and the list shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting of stockholders, stating the time, place and object thereof, shall be given to each stockholder entitled to vote thereat, at least ten days before the date fixed for the meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty days next preceding such election of directors. At all elections of directors of the corporation each stockholder having voting power shall be entitled to exercise the right of cumulative voting as provided in the certificate of incorporation. Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the certificate of incorporation, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. ARTICLE III DIRECTORS 2. Section 1 of Article III of the By-laws is hereby deleted in its entirety and the following substituted in its place: "Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than nine. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Director's need not be stockholders." Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. INTERESTED DIRECTORS Section 4. No director of the corporation shall be disqualified by his office from dealing or contracting with the corporation as vendor, purchaser or otherwise, nor shall any contract or other transaction of the corporation be void or voidable by reason of the fact that any of its directors or any firm or association of which any of its directors ---- 3. Section 4 of Article III of the By-laws is hereby deleted in its entirety. contract, provided that the fact of such interest be disclosed or known to the board of directors and provided that the board of directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. No director shall be liable in any way with respect to any such transaction or contract which shall be authorized, approved or ratified as aforesaid. This article shall not be construed to invalidate or in any way affect any contract or other transaction MEETINGS OF THE BOARD OF DIRECTORS Section 5. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 6. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 7. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. Section 8. Special meetings of the board may be called by the president on two days' notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors. Section 9. At all meetings of the board not less than a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, 4. Section 10 of Article III of the By-laws is hereby amended by deleting the words "prior to such action" from the fifth and sixth lines thereof, so that said Section reads in its entirety as follows: "Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee. resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 13. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE IV NOTICES Section 1. Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS 5. Section 1 of Article V of the By-laws is hereby amended by deleting the first sentence thereof and substituting the following in its place: "The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board or chairmen of the board, a president, one or more vice-presidents (the number thereof to be determined by the board of directors), and a treasurer and a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected or appointed by the board of directors." Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of 6. A new Section 5A is hereby added to Article V of the By-laws as follows: THE CHAIRMAN OR CO-CHAIRMEN OF THE BOARD "5A. The chairman or co-chairmen of the board shall be chosen from among the members of the board. The chairman or co-chairmen of the board shall perform such duties as may be assigned to him or them by the President or by the board of directors." THE PRESIDENT Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. THE VICE-PRESIDENTS Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI CERTIFICATES OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 194 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, statement that the corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such chairman or vice-chairman of the board of directors, president, vice-president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or per- sons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. CLOSING OF TRANSFER BOOKS Section 5. The board of directors may close the stock transfer books of the corporation for a period not exceeding fifty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding fifty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year shall begin the first day of January and end on December thirty-first or as otherwise fixed from time to time by resolution of the Board of Directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. ARTICLE VIII AMENDMENTS Section 1. These by-laws may be altered or repealed at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration or repeal be contained in the notice of such special meeting. 7. Section 1 of Article VIII of the By-laws is hereby amended by deleting the last sentence thereof. 8. A new Article IX is hereby added as follows: "ARTICLE IX INDEMNIFICATION OF DIRECTORS AND OFFICERS "Section 1. The corporation shall to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all officers and directors of the corporation. The indemnification authorized hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under or through any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in the official capacity of those seeking indemnification and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such persons." EX-3.20 18 FEL-PRO MANAGEMENT CO.'S CERTIFICATE EXHIBIT 3.20 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 12:30 PM 11/12/1992 732317025 - 2315670 CERTIFICATE OF INCORPORATION OF FEL-PRO MANAGEMENT CO. FIRST: The name of the corporation is Fel-Pro Management Co. (the "Corporation"). SECOND: The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801 in the county of New Castle. The name of the Corporation's registered agent is The Corporation Trust Company. THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the "GCL"). FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 3,000 shares of common stock, par value $.01 per share. FIFTH: The name and mailing address of the Corporation's incorporator is: Name Mailing Address ---- --------------- Karen S. McDonald c/o Katten Muchin & Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60661-3693 SIXTH: The Board of Directors of the Corporation is expressly authorizeds to adopt, amend or repeal the by-laws of the Corporation (the "By-Laws"). SEVENTH: Elections of directors need not be by written ballot unless otherwise provided in the By-Laws. EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in -1- value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on this Corporation. NINTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the GCL. TENTH: (a) The Corporation shall to the fullest extent permitted by the GCL, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgement in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably -2- incurred by him in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Article TENTH (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under Article TENTH (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such director or officer has met the applicable standard of conduct set forth in Article TENTH (a) and (b). Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders of the Corporation. (e) Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article TENTH. (f) The indemnification and advancement or expenses provided by, or granted pursuant to, the other subsections of this Article TENTH shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement or expenses may be entitled under any by-law, -3- agreement, vote of stockholders or disinterested directors or otherwise, both as to action in a director's or officer's official capacity and as to action in another capacity while holding such office. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article TENTH. (h) The provisions of this Article TENTH shall be deemed to be a contract between the Corporation and each director and officer who serves in such capacity at any time while this Article TENTH is in effect and any repeal or modification of this Article TENTH shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. The provisions of this Article TENTH shall not be deemed to be a contract between the Corporation and any directors or officers of any other Corporation (the "Second Corporation") which shall merge into or consolidate with this Corporation when this Corporation shall be the surviving or resulting Corporation, and any such directors and officers of the Second Corporation shall be indemnified to the extent required under the GCL only at the discretion of the board of directors of this Corporation. (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article TENTH shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person. -4- The undersigned incorporator hereby acknowledges that the foregoing certificate of incorpration is such incorporator's act and deed and that the facts stated therein are true. Dated: November 11, 1992 /s/ Karen S. McDonald ------------------------------- Karen S. McDonald, Incorporator c/o Katten Muchin & Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60661-3693 -5- STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:00 AM 02/10/1993 930415260 - 2315670 CERTIFICATE OF CORRECTION FILED TO CORRECT CERTAIN ERRORS IN THE CERTIFICATE OF INCORPORATION OF FEL-PRO MANAGEMENT CO. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON NOVEMBER 12, 1992 Fel-Pro Management Co., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the corporation is Fel-Pro Management Co. 2. That a Certificate of Incorporation was filed with the Secretary of State of Delaware on November 12, 1992 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. 3. The inaccuracies of said Certificate to be corrected are as follows: (a) The number of authorized shares was incorrectly stated as 3,000 shares of capital stock instead of 11,000 shares of capital stock; and (b) said Certificate inadvertantly neglected to provide for cumulative voting in all elections for directors. 4. Article Fourth of the Certificate of Incorporation is corrected to read as follows: Article Fourth: The total number of shares of capital stock which the Corporation shall have authority to issue is 11,000 shares of common stock, par value of $.01 per share. 5. Article Seventh of the Certificate of Incorporation is corrected to read as follows: Article Seventh: Directors shall be elected at the annual meeting of stockholders. In all election for directors, every stockholder shall have the right to vote the number of shares owned by such stockholder for as many persons as there are directors to be elected, or to cumulate such votes, and give one candidate as many votes as shall equal the number of directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among any member of candidates. Elections of directors need not be by written ballot unless otherwise provided in the By-laws." IN WITNESS WHEREOF, FEL-PRO MANAGEMENT CO. has caused this Certificate of Correction to be signed and attested to this 18th day of December, 1992. FEL-PRO MANAGEMENT CO. Name: /s/ Kenneth G. Lehman ---------------------- Title: Co-Chairman of the Board -------------------------- Attest: Name: /s/ [ILLEGIBLE] ---------------- Title: Asst. Secretary ---------------- EX-3.21 19 FEL-PRO MANAGEMENT CO.'S BYLAWS EXHIBIT 3.21 BY-LAWS OF FEL-PRO MANAGEMENT CO. ARTICLE I Identification; Offices SECTION 1.1. Name. The name of the corporation is Fel-Pro Management Co., (the "Corporation"). SECTION 1.2. Registered Offices; Other Offices. The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington and County of New Castle. The Corporation may have such other offices, either within or outside of the State of Delaware, as the business of the Corporation may require from time to time. ARTICLE II Stockholders SECTION 2.1. Annual Meeting. An annual meeting of the stockholders shall be held on the second Wednesday of November of each year, or on such other date as may be determined by resolution of the Board of Directors; provided, however, that if in any year such date is a legal holiday, such meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders shall elect directors to hold office for the term provided in Section 3.1. of these By-laws. SECTION 2.2. Special Meeting. A special meeting of the stockholders may be called by the President of the Corporation, the Board of Directors, or by such other officers or persons as the Board of Directors may designate. SECTION 2.3. Place of Stockholder Meetings. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no such place is designated by the Board of Directors, the place of meeting will be the principal business office of the Corporation. SECTION 2.4. Notice of Meetings. Unless waived as herein provided, whenever stockholders are required or permitted to take any action at a meeting, written notice of the meeting shall be given stating the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting or in the event of a merger consolidation, share exchange, dissolution or sale, lease or exchange of all or substantially all of the Corporation's property, business or assets no less than twenty (20) days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder's address as appears on the records of the Corporation. When a meeting is adjourned to another time or place in accordance with Section 2.5 of these By-laws, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting in which the adjournment is taken. At the adjourned meeting the Corporation may conduct any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 2.5. Quorum and Adjourned Meetings. Unless otherwise provided by law or the Corporation's Certificate of Incorporation, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the shares entitled to vote at a meeting of stockholders is present in person or represented by proxy at such meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a meeting may continue to transact business until adjournment, notwithstanding the withdrawal of such number of stockholders as may leave less than a quorum. SECTION 2.6. Fixing of Record Date. (a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. -2- (b) For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall precede the date upon which the resolution fixing the record date is established by the Board of Directors, and which date shall not be more than ten (10) days after the date on which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal office, or an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Delivery to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders' consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. (c) For the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix the record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining the stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto. SECTION 2.7. Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. -3- SECTION 2.8. Voting. Unless otherwise provided by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by each stockholder. In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Directors shall be elected by plurality of the votes of the shares present in person or represented by a proxy at the meeting entitled to vote on the election of directors. SECTION 2.9. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. SECTION 2.10. Ratification of Acts of Directors and Officers. Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation, any transaction or contract or act of the Corporation or of the directors or the officers of the Corporation may be ratified by the affirmative vote or the holders of the number of shares which would have been necessary to approve such transaction, contract or act at a meeting of stockholders, or by the written consent of stockholders in lieu of a meeting. SECTION 2.11. Informal Action of Stockholders. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate with any governmental body, if such action had been voted on by stockholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by law concerning any vote of stockholders, that written consent had been given in accordance with the provisions of Section 228 of the Delaware General Corporation Law, and that written notice has been given as provided in such section. -4- SECTION 2.12. Organization. Such person as the Board of Directors may designate or, in the absence of such a designation, the president of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman such meeting. In the absence of the secretary of the Corporation, the chairman of the meeting shall appoint a person to serve as secretary at the meeting. ARTICLE III DIRECTORS SECTION 3.1. Number and Tenure of Directors. The number of directors of the Corporation shall be seven members. Each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal. Any director may resign at any time upon written notice to the Corporation. SECTION 3.2. Election of Directors. Directors shall be elected at the annual meeting of stockholders. In all elections for directors, every stockholder shall be entitled to as many votes as shall equal the number of shares of stock held by such stockholder multiplied by the number of directors to be elected by such stockholder, and such stockholder may cumulate all of such votes for a single director or distribute such votes among the number of directors to be voted for, or for any two or more of them as such stockholder may see fit. SECTION 3.3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President or at least one-third of the number of directors constituting the whole board. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them. SECTION 3.4. Notice of Special Meetings of the Board of Directors. Notice of any special meeting of the Board of Directors shall be given at least one (1) days previous thereto by written notice to each director at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with first-class postage thereon prepaid. If sent by any other means (including facsimile, courier, or express mail, etc.), such notice shall be deemed to be delivered when actually delivered to the home or business address of the director. SECTION 3.5. Quorum. A majority of the total number of directors fixed by these By-Laws, or in the absence of a By-Law which fixes the number of directors, the number stated in the -5- Certificate of Incorporation or named by the incorporators, shall constitute a quorum for the transaction of business. If less than a majority of the directors are present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 3.6. Voting. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the Delaware General Corporation Law or the Certificate of Incorporation requires a vote of a greater number. SECTION 3.7. Vacancies. Vacancies in the Board or Directors may be filled by a majority vote of the Board of Directors or by an election either at an annual meeting or at a special meeting of the stockholders called for that purpose. Any directors elected by the stockholders to fill a vacancy shall hold office for the balance of the term for which he or she was elected. A director appointed by the Board of Directors to fill a vacancy shall serve until the next meeting of stockholders at which directors are elected. SECTION 3.8. Removal of Directors. A director, or the entire Board of Directors, may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if cumulative voting obtains and less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against such director's removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. SECTION 3.9. Informal Action of Directors. Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. SECTION 3.10. Participation by Conference Telephone. Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of the Board of Directors, or committee thereof, by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other, and participation by a director pursuant to this Section 3.10 shall constitute presence in person at such meeting. -6- ARTICLE IV WAIVER OF NOTICE SECTION 4.1. Written Waiver of Notice. A written waiver of any required notice, signed by the person entitled to notice, whether before or after the date stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders, directors or members of a committee of directors need be specified in any written waiver of notice. SECTION 4.2. Attendance as Waiver of Notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, and objects at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE V COMMITTEES SECTION 5. General Provisions. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member at any meeting of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger, pursuant to Section 253 of the Delaware General Corporation Law. -7- ARTICLE VI OFFICERS SECTION 6.1. General Provisions. The Board of Directors shall elect a President and a Secretary of the Corporation. The Board of Directors may also elect a Chairman of the Board, one or more Vice Chairmen of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers and such additional officers as the Board of Directors may deem necessary or appropriate from time to time. Any two or more offices may be held by the same person. The officers elected by the Board of Directors shall have such duties as are hereafter described and such additional duties as the Board of Directors may from time to time prescribe. SECTION 6.2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices of the Corporation may be created and filled and vacancies in offices may be filled at any time, at a meeting or by the written consent of the Board of Directors. Unless removed pursuant to Section 6.3 of these By-laws, each officer shall hold office until his successor has been duly elected and qualified, or until his earlier death or resignation. Election or appointment of an officer or agent shall not of itself create contract rights. SECTION 6.3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person(s) so removed. SECTION 6.4. The Chief Executive Officer. The Board of Directors shall designate whether the Chairman of the Board, if one shall have been chosen, or the President shall be the Chief Executive Officer of the Corporation. If a Chairman of the Board has not been chosen, or if one has been chosen but not designated Chief Executive Officer, then the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation, unless otherwise provided by the Board of Directors. The Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors and shall see that orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these By-laws to -8- some other officer or agent of the Corporation. The Chief Executive Officer shall have general powers of supervision and shall be the final arbiter of all differences between officers of the Corporation and his decision as to any matter affecting the Corporation shall be final and binding as between the officers of the Corporation subject only to the Board of Directors. SECTION 6.5. The President. In the absence or the Chief Executive Officer or in the event of his inability or refusal to act, if the Chairman of the Board has been designated Chief Executive Officer, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. At all other times the President shall have the active management of the business of the Corporation under the general supervision of the Chief Executive Officer. The President shall have concurrent power with the Chief Executive Officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors, or by these By-laws to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of president and such other duties as the Chief Executive Officer or the Board of Directors may from time to time prescribe. SECTION 6.6. The Chairman of the Board. The Chairman of the Board, if one is chosen, shall be chosen from among the members of the board. If the Chairman of the Board has not been designated Chief Executive Officer, the Chairman of the Board shall perform such duties as may be assigned to the Chairman of the Board by the Chief Executive Officer or by the Board of Directors. SECTION 6.7. Vice Chairman of the Board. In the absence of the Chief Executive Officer or in the event of his inability or refusal to act, if the Chairman of the Board has been designated Chief Executive Officer, the Vice Chairman, or if there be more than one, the Vice Chairmen, in the order determined by the Board of Directors, shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. At all other times, the Vice Chairman or Vice Chairmen shall perform such duties and have such powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. SECTION 6.8. The Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Executive Vice President and then the other Vice President or Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other -9- duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. SECTION 6.9. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings or the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. SECTION 6.10. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. SECTION 6.11. The Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. SECTION 6.12. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Trea- -10- surers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe. SECTION 6.13. Duties of Officers May be Delegated. In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties, or any of such powers or duties, of any officers or officer to any other officer or to any director. SECTION 6.14. Compensation. The Board of Directors shall have the authority to establish reasonable compensation of all officers for services to the Corporation. ARTICLE VII CERTIFICATES FOR SHARES SECTION 7.1. Certificates of Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. SECTION 7.2. Signatures of Former Officer, Transfer Agent or Registrar. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person or entity were such officer, transfer agent or registrar at the date of issue. SECTION 7.3. Transfer of Shares. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to -11- transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of certificate for such shares. Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat a registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise have and exercise all of the right and powers of an owner or shares. SECTION 7.4. Lost, Destroyed or Stolen Certificates. Whenever a certificate representing shares of the Corporation has been lost, destroyed or stolen, the holder thereof may file in the office of the Corporation an affidavit setting forth, to the best of his knowledge and belief, the time, place, and circumstance of such loss, destruction or theft together with a statement of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate. Thereupon the Board may cause to be issued to such person or such person's legal representative a new certificate or a duplicate of the certificate alleged to have been lost, destroyed or stolen. In the exercise of its discretion, the Board of Directors may waive the indemnification requirements provided herein. ARTICLE VIII DIVIDENDS SECTION 8. Dividends. The Board of Directors of the Corporation may declare and pay dividends upon the shares of the Corporation's capital stock in any form determined by the Board of Directors, in the manner and upon the terms and conditions provided by law. ARTICLE IX CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 9.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 9.2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 9.3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed -12- by one or more officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 9.4. Deposits. The funds of the Corporation may be deposited or invested in such bank account, in such investment or with such other depositaries as determined by the Board or Directors. ARTICLE X AMENDMENTS SECTION 10. Amendments. These By-laws may be adopted, amended or repealed by either the Corporation's Board of Directors or its stockholders. -13- EX-3.22 20 FEL-PRO CHEMICAL PRODUCTS, L.P.'S CERT. OF LTD PARTNERSHIP EXHIBIT 3.22 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 01:00 PM 11/16/1992 732321011 - 2316054 CERTIFICATE OF LIMITED PARTNERSHIP OF FEL-PRO CHEMICAL PRODUCTS L.P. The undersigned, on the 13th day of November, 1992, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows: I. The name of the limited partnership is Fel-Pro Chemical Products L.P. II. The address of the limited partnership's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle. The name of the limited partnership's registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company. III. The name and mailing address of each general partner is as follows: NAME MAILING ADDRESS Fel-Pro Management Co. 7450 N. McCormick Blvd. Skokie, IL 60076 IV. The limited partnership shall commence upon the filing of this certificate. IN WITNESS WHEREOF, the undersigned has elected this Certificate of Limited Partnership of Fel-Pro Chemical Products L.P. on the date and year first above written. Fel-Pro Management Co. general partner By: /s/ David A. Weinberg ----------------------------- Name: David A. Weinberg Title: Co-Chairman EX-3.23 21 FEL-PRO CHEMICAL PRODUCTS, L.P.'S LTD PARTNERSHIP AGREEMENT EXHIBIT 3.23 LIMITED PARTNERSHIP AGREEMENT OF FEL-PRO CHEMICAL PRODUCTS L.P. THIS LIMITED PARTNERSHIP AGREEMENT is entered into as of the 24th day of December, 1992, by and among Fel-Pro Management Co., a Delaware corporation, as general partner (the "General Partner"), Fel-Pro Master General Partnership, an Illinois general partnership, as limited partner (the "Limited Partner") (the General Partner and the Limited Partner are sometimes referred to collectively as the "Partners"), and David A. Weinberg, as initial limited partner (the "Initial Limited Partner"). RECITALS As of November 13, 1992, the General Partner and the Initial Limited Partner entered into an Agreement to serve as General Partner and Initial Limited Partner, pursuant to which they agreed to form Fel-Pro Chemical Products, L.P. as a limited Partnership under the laws of the State of Delaware and agreed to serve as the general partner and the initial limited partner, respectively, of said limited partnership. Effective as of the date hereof, the Initial Limited Partner wishes to assign all of his right, title and interest in said limited partnership to the Limited Partner and the Partners wish to set forth the complete limited partnership agreement of said limited partnership. NOW, THEREFORE, in consideration of the mutual covenants of the parties hereinafter set forth, the Partners hereby agree as follows: ARTICLE I FORMATION OF LIMITED PARTNERSHIP The Partners hereby enter into a limited partnership (the "Partnership") under the provisions of the Revised Uniform Limited Partnership Act of the State of Delaware (the "Act") and, except as otherwise expressly provided herein, the rights and liabilities of the Partners shall be as provided in the Act. ARTICLE II NAME The business of the Partnership shall be conducted under the name Fel-Pro Chemical Products L.P., or such other name as the General Partner may hereafter designate. The General Partner shall cause all documents required in connection with the establishment and the conduct of the business of the Partnership to be filed and recorded in the appropriate offices and places as required by law. ARTICLE III ----------- DEFINITIONS ----------- "Adjusted Taxable Income" means an amount (in no event less than zero) equal to the Partnership's taxable income, if any, including all items of income, gains, losses and expenses included in Section 702(a) of the Code; provided, however, that the Partnership's taxable income shall be deemed to exclude capital losses, and any capital gains included in taxable income shall be reduced by the amount of any capital losses so excluded in the same or any preceding year on a cumulative basis. "Agreement" means this Limited Partnership Agreement, as amended, modified or supplemented from time to time. "Applicable Federal Rate" means the interest rate defined as such in SS 1274(d) of the Code. "Capital Account" means an account maintained for each Partner which is equal to such Partner's original capital contribution, increased by its additional capital contributions and share of Partnership profits and decreased by distributions to it and its share of Partnership losses. "Code" means the Internal Revenue Code of 1986, as amended. "FPMGP Partner" means a "partner" of Fel-Pro Master General Partnership as defined in the Partnership Agreement of Fel-Pro Master General Partnership. "General Partner" means Fel-Pro Management Co., but in the event that such party is at any time no longer acting as the General Partner, the term shall mean the party or parties then acting in such capacity. "Limited Partners" means the parties identified as Limited Partners on Schedule 1 attached hereto and any party admitted as a substituted Limited Partner pursuant to Article XVI or as a new Limited Partner pursuant to Section 20.1. "Participating Percentage" means, as to each holder of a Unit or Units at any particular time, the percentage arrived at by dividing the total number of Units held by such party by the total number of Units outstanding hereunder and multiplying the quotient thereof by one hundred (100). The Participating Percentages of the -2- Partners and the number of Units owned by each Partner as of the date hereof are set forth in Schedule 1 attached hereto. "Partners" means the General Partner and the Limited Partners, where no distinction is required by the context in which the term is used herein. "Partnership" means the limited partnership formed pursuant to this Agreement by the parties hereto, as such partnership may from time to time be constituted. "Taxpayer" means any person or entity (other than a person or entity required to pay tax pursuant to the application of Sections 671 through 678 of the Code) that is ultimately liable for U.S. federal, state or local income taxes in respect of any portion of the Adjusted Taxable Income by virtue of being a Partner or an FPMGPS Partner. "Unit" means an interest in Partnership profits, losses, distributions and/or other items as further described herein. ARTICLE IV ---------- PURPOSE ------- The purpose of the Partnership is to develop, manufacture, market and distribute chemical maintenance and repair products (the "Business") and to engage in any other lawful act or activity for which limited partnerships may be organized under the laws of the State of Delaware. ARTICLE V --------- NAMES OF PARTNERS; ASSIGNMENT ----------------------------- OF INTEREST OF INITIAL LIMITED PARTNER -------------------------------------- 5.1 The names of the Partners are set forth on Schedule 1 attached hereto and made a part hereof. 5.2 Effective as of the date hereof, (a) the Initial Limited Partner hereby assigns and transfers all of his right, title and interest in the Partnership to the Limited Partner, (b) the Limited Partner hereby accepts such assignment, and (c) the General Partner hereby consents to said assignment. -3- ARTICLE VI ---------- TERM ---- The Partnership shall be effective as of November 13, 1992, the date of filing of the Certificate of Limited Partnership of the Partnership, and shall continue until December 31, 2091, unless sooner terminated as set forth herein. ARTICLE VII ----------- PRINCIPAL PLACE OF BUSINESS --------------------------- The principal place of business of the Partnership shall be 7450 North McCormick Boulevard, Skokie, Illinois 60076, or such other place or places as the General Partner may designate. ARTICLE VIII ------------ CAPITAL CONTRIBUTIONS --------------------- The initial capital of the Partnership shall be $1,760,606. Each of the Partners shall be obligated to contribute to the capital of the Partnership the amount of cash specified opposite its name on Schedule 1 hereto. ARTICLE IX ---------- DISTRIBUTIONS ------------- 9.1 Except for mandatory distributions provided for in Section 9.2 below, the General Partner shall have the sole discretion to cause the Partnership to make distributions to the Partners in accordance with their respective Participating Percentages. 9.2 Notwithstanding anything contained herein to the contrary, the General Partner shall distribute to the Partners, pro rata based upon their Participating Percentages, an amount (collectively, the "Required Distribution Amount") for each taxable year of the Partnership's operations equal to the product of (a) the Adjusted Taxable Income of the Partnership for such taxable year, times (b) the greater of (i) 40% or (ii) the highest aggregate U.S. federal, state and local income tax rate in effect for such taxable year (the "Aggregate Rate") applicable to any Taxpayer who has not consented to a Distribution Reduction (as hereinafter defined). The Required Distribution Amount shall not be reduced without the consent of all of the Taxpayers; provided, however, that if in any taxable year the Taxpayers are subject to different Aggregate Rates, all Taxpayers subject to the highest -4- Aggregate Rate on the basis of which a Required Distribution Amount would otherwise be payable may, without the approval of the remaining Taxpayers, consent to reduce the Required Distribution Amount (a "Distribution Reduction") for such taxable year to that required by the next highest Aggregate Rate applicable to any Taxpayer who has not consented to a Distribution Reduction. For purposes of this Section 9.2, the term "Aggregate Rate" shall take into account any provisions of the Code that have the effect of increasing the effective tax rate, including but not limited to those provisions which phase out itemized deductions and those provisions which impose a surtax. 9.3 Estimated payments, each of one quarter of the Required Distribution Amount, shall be made in four cash installments not later than 15 days before estimated federal taxes are due, based upon the General Partner's good faith estimate of the Partnership's Adjusted Taxable Income. The Partnership shall distribute to the Partners, not later than April 10th of the year following the close of each taxable year of the Partnership, the amount by which the Required Distribution Amount for such taxable year exceeds the total amount distributed to the Partners for such taxable year pursuant to the preceding sentence. If the Partnership distributes estimated payments to the Partners in an amount in excess of the Required Distribution Amount for any taxable year ("Excess Distribution"), then the amount of the next distribution(s) the General Partner would otherwise be required to make to such Partner(s) under Section 9.2 shall be reduced by the Excess Distribution until the remaining balance of the Excess Distribution is reduced to zero. 9.4 Nothing contained in this Agreement shall prohibit the General Partner from distributing an amount in excess of the Required Distribution Amount in respect of any taxable year; provided, however, that any distributions intended to be in excess of the Required Distribution Amount shall be so designed by the General Partner and such distributions shall not be taken into account in determining whether there has been an Excess Distribution. ARTICLE X --------- ALLOCATIONS OF PROFITS AND LOSSES --------------------------------- Except as otherwise required by Section 704 of the Code, each item of the Partnership's income, gain, loss, deduction or credit from operations shall be allocated to the Partners in accordance with their Participating Percentages. -5- ARTICLE XI ---------- BOOKS OF ACCOUNT AND RECORDS ---------------------------- Proper and complete records and books of account shall be kept by the General Partner in which shall be entered fully and accurately all transactions and other matters relative to the Partnership's business as are usually entered into records and books of account maintained by persons engaged in business of a like character. The Partnership books and records shall be kept on the accrual basis unless a different accounting method is permitted under applicable law and the General Partner elects to employ such method. The books and records shall at all times be maintained at the principal office of the Partnership and shall be open to reasonable inspection and examination by the Partners or their duly authorized representatives during reasonable business hours. Each Partner shall receive a copy of such financial information regarding the Partnership as the General Partner may deem appropriate in its discretion. Each Partner acknowledges that all financial and other business information to which it may have access hereunder or by virtue of its being a Partner or an employee of the Partnership or of the General Partner is confidential and proprietary to the Partnership and that it will not, whether during the term of this Agreement or thereafter, disclose such information or permit the same to be disclosed to any other person or entity. ARTICLE XII ----------- FISCAL YEAR ----------- The fiscal year of the Partnership shall be a 52-53 week accounting period ending on the last Sunday in December in each year, or such other date at the General Partner may designate. ARTICLE XIII ------------ PARTNERSHIP FUNDS ----------------- The funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest-bearing investments, as shall be designated by the General Partner. All withdrawals from any such bank accounts shall be made by the authorized officers or agents of the General Partner. Partnership funds shall be separately identifiable from those of any other person or entity. -6- ARTICLE XIV ----------- STATUS OF LIMITED PARTNERS -------------------------- 14.1 The Limited Partners shall not participate in the management or control of the Partnership's business, transact any business for the Partnership or have the power to act for or bind the Partnership, all such powers being vested solely and exclusively in the General Partner. The Limited Partners shall have no interest in the properties or assets of the General Partner or any equity therein, or in any proceeds of any operations or sales thereof (which operations and sales shall not be restricted in any respect), by virtue of acquiring or owning Units. 14.2 The death, incapacity, dissolution or bankruptcy of a Limited Partner, or the transfer of all of its interest in the Partnership to anyone not then a Partner, shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the profits and losses of the Partnership, to receive distributions of Partnership funds and to assign an interest pursuant to Article XVI hereof shall, on the happening of such an event, devolve on its successor-in-interest, if any, and the Partnership shall continue as a limited partnership. The successor-in-interest of the Limited Partner shall become a substituted Limited Partner only upon compliance with Article XVI hereof. 14.3 No Limited Partner shall have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or any of its losses. ARTICLE XV ---------- POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER ------------------------------------------------ 15.1 The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. Pursuant to the foregoing, it is understood and agreed that the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of the General Partner to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. 15.2 Subject to the foregoing, the General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in its sole judgment, are necessary, -7- proper or desirable to carry out the aforementioned duties and responsibilities, including but not limited to the right, power and authority to lease, sell, exchange, refinance or grant an option for the sale of all or any portion of the property of the Partnership at such rental, price or amount, for cash, securities or other consideration and upon such other terms as the General Partner in its sole discretion deems proper. 15.3 The General Partner shall have the authority to delegate its day-to-day managerial authority to such employees of the Partnership, and to give such employees such titles, as the General Partner shall from time to time designate, and to revoke or change such managerial authority and change or eliminate such titles in the sole discretion of the General Partner. 15.4 The General Partner is hereby designed the "tax matters partner" of the Partnership. 15.5 Neither the General Partner nor any agent of the General Partner shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner for any action taken or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such action or omission was performed or omitted fraudulently or in bad faith or constituted gross negligence. The Partners specifically acknowledge, without limiting the general applicability of this Section 15.5, that the General Partner shall not be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner with respect to any action taken by the General Partner in conjunction with an audit of the Partnership for income tax or other purposes. 15.6 The General Partner shall not be required to manage the Partnership as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Partnership. Neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures and activities, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper. All expenses of the General Partner incurred in the performance of its duties hereunder shall be borne by the Partnership. 15.7 One or more additional or replacement General Partners may be admitted to the Partnership without the consent of the Limited Partners if, by only if, the additional or replacement General Partner(s) is an affiliate of the General Partner. Any such additional General Partner(s) shall receive such Participating Percentage as the General Partner may determine, so long as no -8- dilution occurs with respect to any Limited Partner's Participating Percentage without such Limited Partner's consent. Except for such affiliates, additional General Partners may only be admitted to the Partnership with the consent of a majority in interest of the Limited Partners or such higher proportion as may be required by law. 15.8 The Partnership shall indemnify and hold harmless the General Partner and its officers, employees and agents from and against any loss, expense, damage or injury suffered or sustained by them by reason of any acts, omissions or alleged acts or omissions arising out of their activities on behalf of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were for a purpose reasonably believed to be in the best interests of the Partnership and were not performed or omitted fraudulently or in bad faith or as a result of gross negligence, by such party or parties and were not in violation of the General Partner's fiduciary obligation to the Partnership. The Partnership may advance sums for payment of amounts described in this Section 15.8, provided that the recipient of any such advances shall be obligated to repay the amounts advanced if the recipient is finally adjudged ineligible to be indemnified hereunder. ARTICLE XVI ----------- TRANSFER OF LIMITED PARTNERSHIP INTERESTS ----------------------------------------- 16.1 A Limited Partner may not assign, sell, transfer or pledge or otherwise encumber its Units, or any portion thereof, without the prior written consent of the General Partner. In any case of transfer, the instrument of transfer shall be in form and substance satisfactory to the General Partner. 16.2 Notwithstanding the provisions of Section 16.1, a Limited Partner may, without the consent of the General Partner, assign or transfer its rights to receive the share of profits and losses of the Partnership, the return of capital contributions and any other distributions or payments to which such Limited Partner would have been entitled. However, the assignee or transferee of a Limited Partner's Units, or any portion thereof, shall not automatically become a substituted Limited Partner or have any of the other rights of a Limited Partner, and may be admitted to the Partnership as a Limited Partner in the place and stead of, or together with, as the case may be, the Limited Partner who has assigned or transferred all or part of its Units only upon satisfaction of all of the following conditions: -9- (a) A duly executed and acknowledged written instrument of assignment must be filed with the Partnership setting forth the intention of the assignor that the assignee become a Limited Partner in the assignee's place. (b) The assignor and the assignee must execute and deliver such other instruments as the General Partner may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement, including the provisions of Article XVII hereof as it relates to the assignor. (c) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the sole discretion of the General Partner. After all of the foregoing conditions have been fulfilled and the assignee has been admitted to the Partnership as a substituted Limited Partner, the General Partner shall amend this Agreement and any Schedules hereto to reflect the assignee's admission to the Partnership as a Limited Partner. 16.3 Notwithstanding the foregoing, no sale or assignment of a Partnership interest may be made if the sale or assignment would result in the termination of the Partnership under Section 708 of the Code, or any successor section, and no such sale or assignment may be made unless the Partnership receives an opinion of counsel, satisfactory in form and substance to the General Partner, to the effect that (i) there will be no such termination of the Partnership as a consequence of such sale or assignment and (ii) the transfer is covered by proper exemptions from registration under applicable securities' laws. 16.4 Any Limited Partner selling, assigning or transferring any Units under this Article and the assignee or transferee thereof, jointly and severally, shall reimburse the Partnership on demand for all costs and expenses (including reasonable attorneys' fees) incurred by the Partnership in connection with such sale, assignment and transfer, whether or not the consent of the General Partner therefor is given. ARTICLE XVII ------------ DISSOLUTION OF THE PARTNERSHIP ------------------------------ The happening of any of the following events shall work an immediate dissolution of the Partnership: (a) The dissolution or bankruptcy of the General Partner, unless a substitute General Partner is selected by -10- agreement of the Limited Partners holding a majority of the Units (or such higher percentage as may be required by law), and the new General Partner elects to continue the business of the Partnership; (b) The agreement of the Partners holding a majority of the outstanding Units (or such higher percentage as may be required by law) to dissolve the Partnership; or (c) The expiration of the term of the Partnership as provided in Article VI of this Agreement. ARTICLE XVIII ------------- ADDITIONAL PROVISIONS CONCERNING DISSOLUTION OF THE PARTNERSHIP -------------------------------- 18.1 In the event of the dissolution of the Partnership for any reason, the General Partner, or in the event that the General Partner has dissolved or withdrawn from the Partnership, a liquidator or a liquidating committee selected by the Limited Partners in accordance with the Act, shall wind up the affairs of the Partnership. The Partners shall continue to share profits and losses during the period of liquidation in the same proportion as before the dissolution. The General Partner (or such liquidator or liquidating committee) shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation. 18.2 Following the payment of all debts and liabilities of the Partnership and all expenses of liquidation, and subject to the right of the General Partner (or such liquidator or liquidating committee) to set up such cash reserves as it may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, the proceeds of the liquidation and any other funds of the Partnership shall be distributed to all of the Partners in accordance with their respective Participating Percentages. 18.3 Each partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and for the return of its capital contribution and shall have no recourse therefor against any other Partner. The Partners shall not have any right to demand or receive property other than cash upon dissolution and termination of the Partnership or to demand the return of their capital contributions to the Partnership prior to dissolution and termination of the Partnership. 18.4 Upon completion of the liquidation of the Partnership and the distribution of all Partnership funds, the Partnership shall terminate, and the General Partner shall have the authority -11- to execute and record a Certificate of Cancellation of the Partnership as well as any and all other documents required to effect the dissolution and termination of the Partnership. ARTICLE XIX ----------- NOTICES ------- All notices and demands required or permitted under this Agreement shall be deemed properly given and effective upon receipt (or, if refused, upon the date of such refusal) if in writing and sent by U.S. first class mail, postage prepaid, overnight air courier, facsimile transmission or personal delivery to the Partners at their addresses as shown from time to time on the records of the Partnership. Any Partner may specify a different address by notifying the General Partner in writing of such different address. ARTICLE XX ----------- AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT ------------------------------------------ 20.1 The General Partner shall have exclusive authority to admit new limited partners to the Partnership on such terms and conditions as the General Partner shall, in its sole discretion, deem appropriate without the consent of the Limited Partners. In connection therewith, the General Partner may create different classes of limited partners of the Partnership and make such changes to this Agreement as it may deem appropriate. 20.2 This Agreement may be amended upon the affirmative vote of the General Partner and the Limited Partners owning a majority of the Units; provided however, that the provisions of Article IX and of this proviso may not be amended or waived, nor may any provision inconsistent therewith be adopted, without the affirmative vote of all of the Taxpayers. In the event this Agreement shall be amended, the General Partner shall amend the Certificate of the Limited Partnership to reflect such change if it deems such amendment to be necessary or appropriate. 20.3 Unless otherwise provided expressly herein, any matters which require or permit Partner approval or agreement may be approved or agreed to by the holders of a majority of the Units (or such greater number of Units as may be required herein) at a meeting called in accordance with this Section 20.3 at which more than 50% of the Units are represented in person or by proxy. (a) The General Partner may call a meeting of the Partners upon delivery of notice of such meeting to all Partners not less than 15 days prior to the meeting date. -12- (b) Any action which may may be taken at a meeting of the Partners may be taken by execution of a written consent providing for such action executed by the holders of more than 50% of the Units or such greater number of Units as may be required herein. (c) Units held by the General Partner (or an affiliate thereof) may be voted as to any and all matters for which a vote of Partners is provided hereunder. 20.4 In addition to any amendments otherwise authorized herein, this Agreement any be amended from time to time by the General Partner without the consent of any of the Limited Partners: (i) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners; (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make for the benefit of the Limited Partners any other provisions with respect to matters or questions arising under this Agreement which are not inconsistent with the provisions of this Agreement; (iii) to preserve the status of the Partnership as a "partnership" for Federal income tax purposes; and (iv) to delete or add any provisions of this Agreement required to be so deleted or added by the staff of the Securities and Exchange Commission or other federal agency or by a state "Blue Sky" commission or similar such official, which addition or deletion is deemed by such staff, agency or official to be for the benefit or protection of the Limited Partners. ARTICLE XXI ----------- MISCELLANEOUS ------------- 21.1 This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. It supersedes any prior agreement or understandings among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as set forth herein. 21.2 This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. 21.3 Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the Partners and their personal representatives, heirs, administrators, executors, successors and assigns. 21.4 Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the -13- masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter. 21.5 Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof. 21.6 If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application or such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. 21.7 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one of the same instrument. 21.8 The General Partner is not obligated to deliver or mail to any Limited Partner a copy of the Partnership's Certificate of Limited Partnership or of any amendment thereto or restatement thereof. 21.9 Each Limited Partner hereunder, by the execution of this Agreement by such Limited Partner or its attorney-in-fact, hereby irrevocably constitutes and appoints the General Partner, under this Agreement, the true and lawful attorney-in-fact for such Limited Partner, with full power and authority in its name, place and stead, to execute and acknowledge under oath, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to carry out the provisions of this Agreement, including: (a) All certificates and other instruments (including this Agreement), including any amendment thereof, which the General Partner deems appropriate to qualify or continue the Partnership as a limited partnership under the Act (or a partnership in which the Limited Partners will have limited liability comparable to that provided by the Act) or under the laws of any other jurisdiction in which the Partnership may conduct business, including but not limited to an amendment reflecting the addition of any signatory hereto as a Partner or any admission or substitution or other Partners, or reflecting the capital contributions made by any signatory hereto or by any other Partner, or any other document from time to time to admit a Partner, to effect the substitution of any Partner's assignee as Partner; (b) All instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of this Agreement; -14- (c) All amendments to this Agreement approved in accordance with the terms of this Agreement; (d) All conveyances and other instruments which the General Partner deems appropriate to reflect the dissolution and termination of the Partnership; and (e) All other instruments, documents or contracts requisite to carrying out the intent and purpose of this Agreement and the business of the Partnership. The appointment by all Limited Partners of the General Partner as attorney-in-fact shall be deemed to be an irrevocable power coupled with an interest in recognition of the fact that each of the Partners under this Agreement will be relying upon the power of the General Partner to act as contemplated by this Agreement and in filing and taking other action by it on behalf of the Partnership. The foregoing power of attorney shall survive the subsequent death, incapacity, insolvency, dissolution or termination of a Limited Partner or the assignment by any Limited Partner of the whole or any part of its interest hereunder. -15- IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written. GENERAL PARTNER: FEL-PRO MANAGEMENT CO., a Delaware corporation By: /s/ David A. Weinberg -------------------------------- Chairman of the Board LIMITED PARTNER: FEL-PRO MASTER GENERAL PARTNERSHIP, an Illinois general partnership By: The Weinberg 1992 Gift Trust for David U/A/D 12/10/92, one of its partners /s/ David A. Weinberg -------------------------------- David A. Weinberg, Trustee -------------------------------- Allan B. Muchin, Trustee INITIAL LIMITED PARTNER: /s/ David A. Weinberg -------------------------------- David A. Weinberg -16- IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first above written. GENERAL PARTNER: FEL-PRO MANAGEMENT CO., a Delaware corporation By: -------------------------------- Chairman of the Board LIMITED PARTNER: FEL-PRO MASTER GENERAL PARTNERSHIP, an Illinois general partnership By: The Weinberg 1992 Gift Trust for David U/A/D 12/10/92, one of its partners -------------------------------- David A. Weinberg, Trustee /s/ Allan B. Muchin -------------------------------- Allan B. Muchin, Trustee INITIAL LIMITED PARTNER: -------------------------------- David A. Weinberg -16- SCHEDULE 1 TO LIMITED PARTNERSHIP AGREEMENT OF FEL-PRO CHEMICAL PRODUCTS L.P. ------------------------------
Capital Participating Name Contribution No. of Units Percentage ------ ------------ ------------ ---------- General Partner: Fel-Pro Management Co. $ 17,606 1 1% Limited Partners: Fel-Pro Master General Partnership $ 1,743,000 99 99% ----------- -- --- TOTAL $ 1,760,606 100 100%
-17- EX-5.1 22 OPINION OF DAVID E. SHERBIN, ESQ. EXHIBIT 5.1 [FEDERAL-MOGUL CORPORATION LETTERHEAD] June 12, 1998 Federal-Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48034 Ladies and Gentlemen: I am Associate General Counsel of Federal-Mogul Corporation (the "Company"). I refer to the filing by the Company with the Securities and Exchange Commission (the "Commission") of Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-50413) (the "Registration Statement"), relating to guarantees by subsidiaries of the Company (each a "Guarantee") of debt securities of the Company (the "Debt Securities"). The Guarantees will be executed by the following subsidiaries of the Company in connection with the issuance by the Company of certain Debt Securities: Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc., Federal-Mogul U.K. Holdings Inc., Carter Automotive Company, Federal-Mogul Venture Corporation, Federal-Mogul World Wide, Inc., Federal-Mogul Global Properties, Inc., Felt Products Mfg. Co., Fel-Pro Management Co. and Fel-Pro Chemical Products, L.P. (the "Guarantors"). I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed. Based upon the foregoing, and assuming that (i) the Registration Statement and any amendments thereto (including post-effective amendments) remains effective and complies with all applicable laws at the time the Debt Securities and the Guarantees (together the "Offered Securities") are offered or issued as contemplated by the Registration Statement; (ii) a prospectus supplement and/or pricing supplement will have been prepared or filed with the Commission describing the Offered Securities offered thereby and will comply with all applicable laws; (iii) all Offered Securities will be issued and sold in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement and/or pricing supplement; (iv) any definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Offered Securities offered or issued will have been duly authorized and validly executed and delivered by the parties thereto; (vi) the Offered Securities will be sold and delivered at the price and in accordance with the terms of such agreement and as set forth in the Registration Statement and the prospectus supplement(s) and/or pricing supplement(s) referred to therein; (vii) the Company and each Guarantor will authorize the offering and issuance of the Offered Securities and the terms and conditions thereof and will take any other appropriate additional corporate action; and (viii) certificates representing the Offered Securities will have been duly executed and delivered and, to the extent required, authenticated, I am of the opinion that: 1. Each Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of its state of incorporation and the execution and delivery of its Guarantee has been duly authorized by all necessary corporate action and such Guarantee will be its legal, valid and binding obligation. Insofar as my opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, it is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and subject to general principles of equity, regardless of whether such is considered in a proceeding in equity or at law. The foregoing opinions are limited to the federal laws of the United States of America. I hereby consent to the use of my name in the prospectuses and prospectus supplements constituting a part of the Registration Statement under the heading "Legal Matters" as counsel for the Company who has passed upon the legality of the Common Stock, Preferred Stock, the Debt Securities and the Guarantee being registered by the Registration Statement and as having prepared this opinion, and to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Sincerely, /s/ David M. Sherbin ------------------------------------- David M. Sherbin, Esq. Associate General Counsel 2 EX-23.1 23 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the references to our firm under the captions "Experts" in the Registration Statement on Form S-3 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, as amended (No. 333-50413) and related Prospectus and Prospectus Supplements of Federal-Mogul Corporation for the registration of its debt securities, preferred stock, and common stock and to the inclusion and incorporation by reference therein of our report dated January 30, 1998, except for note 20, as to which the date is February 24, 1998, with respect to the consolidated financial statements and to the incorporation by reference of our report dated January 30, 1998 with respect to the financial statement schedule of Federal-Mogul Corporation included in its Annual Report on Form 10-K for the year ended December 31, 1997 and the incorporation by reference of our report dated February 13, 1998 with respect to the financial statements of The Operating Businesses of the Fel-Pro Group included in Federal- Mogul Corporation's Form 8-K/A dated April 7, 1998 and the incorporation by reference therein of our report dated February 13, 1998, with respect to the financial statements of The Operating Business of Felt Products Mfg. Co. and subsidiaries included in Federal-Mogul Corporation's Form 8-K dated April 17, 1998, filed with the Securities and Exchange Commission. June 12, 1998 /s/ Ernst & Young LLP Detroit, Michigan EX-23.2 24 CONSENT OF KPMG AUDIT PLC EXHIBIT 23.2 [LETTERHEAD KPMG] The Board of Directors Federal-Mogul Corporation 26555 Northwestern Highway Southfield Our ref mac-16/hh/560 Michigan 48034 United States of America 12 June 1998 Dear Sirs S-3 REGISTRATION STATEMENT We consent to the incorporation by reference in the Registration Statement (Form S-3) that also constitutes Post-Effective Amendment No. 1 to the Registration Statement (Form S-3), Registration No. 333-50413 and related prospectus for the registration of common stock, debt securities, preferred stock and guarantees of Federal-Mogul Corporation and certain of its subsidiaries (as therein set forth), of our report dated 17 February 1998 in respect of the consolidated balance sheets of T&N plc and its subsidiaries at 31 December 1997 and 31 December 1996, and the related consolidated profit and loss accounts, reconciliations of movements in shareholders' funds and consolidated cash flow statements for each of the years in the three year period ended 31 December 1997 which appears in the Form 8-K/A of Federal-Mogul Corporation dated 7 April 1998 and to the references to our firm under the heading "Experts" in Registration Statement (Form S-3) that also constitutes Post-Effective Amendment No. 1 to the Registration Statement (Form S-3), Registration No. 333-50413 and related prospectus for the registration of common stock, debt securities, preferred stock and guarantees of Federal-Mogul Corporation and certain of its subsidiaries (as therein set forth). Yours faithfully /s/ KPMG Audit Plc KPMG Audit Plc -----END PRIVACY-ENHANCED MESSAGE-----