-----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, OMR2kYWoMG7DFbjuwSYQN9O0u4MEViVBnA7xqWwaLoJXxy7ckXTbBRxADijiSvWS QISgeVHfFxAWbIVtbIkQUQ== 0000950131-99-004069.txt : 19990701 0000950131-99-004069.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950131-99-004069 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 19990630 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-4 SEC ACT: SEC FILE NUMBER: 333-81943 FILM NUMBER: 99656694 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: [] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-01 FILM NUMBER: 99656695 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-4 SEC ACT: SEC FILE NUMBER: 333-81943-02 FILM NUMBER: 99656696 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: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-03 FILM NUMBER: 99656697 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: [] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-04 FILM NUMBER: 99656698 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: [] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-05 FILM NUMBER: 99656699 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-4 SEC ACT: SEC FILE NUMBER: 333-81943-06 FILM NUMBER: 99656700 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: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-07 FILM NUMBER: 99656701 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: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-08 FILM NUMBER: 99656702 BUSINESS ADDRESS: STREET 1: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FM -UK HOLDINGS LTD CENTRAL INDEX KEY: 0001084939 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-09 FILM NUMBER: 99656703 BUSINESS ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 MAIL ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL PRODUCTS INC CENTRAL INDEX KEY: 0001084940 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-10 FILM NUMBER: 99656704 BUSINESS ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 MAIL ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL AVIATION INC CENTRAL INDEX KEY: 0001084941 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-11 FILM NUMBER: 99656705 BUSINESS ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 MAIL ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERAL MOGUL IGNITION CO CENTRAL INDEX KEY: 0001084942 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-81943-12 FILM NUMBER: 99656706 BUSINESS ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2483547700 MAIL ADDRESS: STREET 1: C/O FEDERAL MOGUL CORPORATION STREET 2: 26555 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 S-4 1 FORM S-4 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Form S-4 REGISTRATION STATEMENT Under the Securities Act of 1933 -------------- FEDERAL-MOGUL CORPORATION Michigan 3174 38-0533580 FEDERAL-MOGUL DUTCH HOLDINGS INC. Delaware 3174 38-3399272 FEDERAL-MOGUL GLOBAL INC. Delaware 3174 38-3399269 FEDERAL-MOGUL U.K. HOLDINGS INC. Delaware 3174 38-3399273 CARTER AUTOMOTIVE COMPANY, INC. Delaware 3174 43-1374271 FEDERAL-MOGUL VENTURE CORPORATION Nevada 3174 38-2938561 FEDERAL-MOGUL WORLD WIDE, INC. Michigan 3174 38-3010848 FEDERAL-MOGUL GLOBAL PROPERTIES, INC. Michigan 3174 38-3394578 FELT PRODUCTS MFG. CO. Delaware 3174 36-1065910 F-M UK HOLDING LIMITED United Kingdom 3174 Not Applicable FEDERAL-MOGUL IGNITION COMPANY Delaware 3174 34-4203131 FEDERAL-MOGUL PRODUCTS, INC. Missouri 3174 43-1130207 FEDERAL-MOGUL AVIATION, INC. Delaware 3174 76-0554121 (State or other jurisdiction (Exact name of registrant as of incorporation or (Standard Industrial (I.R.S. Employer specified in its charter) organization) Classification Code) 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) -------------- David M. Sherbin Associate General Counsel and Secretary 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) -------------- with a copy to: Larry A. Barden, Esq. Sidley & Austin One First National Plaza Chicago, Illinois 60603 (312) 853-7000 -------------- Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this form is filed to register additional securities for an offering under Rule 462(b) under the Securities Act, 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 under Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] -------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed maximum Amount maximum aggregate Amount of Title of each class of to be offering price offering registration securities to be registered registered per unit price(1) fee - ----------------------------------------------------------------------------------------------------------- 7 3/8% Notes due 2006.......................... $400,000,000 N/A $400,000,000 $111,200 - ----------------------------------------------------------------------------------------------------------- 7 1/2% Notes due 2009.......................... $600,000,000 N/A $600,000,000 $166,800 - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul Dutch Holdings Inc.(3)....................................... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul Global Inc.(3)...... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul U.K. Holdings Inc.(3)....................................... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Carter Automotive Company, Inc.(3)....................................... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal Mogul Venture Corporation(3)................................ N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul World Wide, Inc.(3). N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal Mogul Global Properties, Inc.(3)....................................... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Felt Products Mfg. Co.(3)......... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of F-M UK Holding Limited(3)......... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul Ignition Company(3). N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul Products, Inc.(3)... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Guarantee of Federal-Mogul Aviation, Inc.(3)... N/A N/A N/A N/A(2) - ----------------------------------------------------------------------------------------------------------- Total.......................................... $1,000,000,000 N/A $1,000,000,000 $278,000 - -----------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Estimated solely for purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933 and computed pursuant to Rule 457(f) under the Securities Act. (2) Pursuant to Rule 457(n) under the Securities Act, no additional fee is payable. (3) Guarantees of the 7 3/8% Notes due 2006 and the 7 1/2% Notes due 2009 issued by the above-named subsidiaries of Federal Mogul. No separate consideration will be received for the issuance of these guarantees. -------------- The Co-Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective time until the Co-Registrants 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 SEC, acting pursuant to said Section 8(a), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +The information in this prospectus is not complete and may be changed. We may + +not sell these securities until the registration statement filed with the SEC + +is effective. This prospectus is not an offer to sell these securities and is + +not soliciting an offer to buy these securities in any state where the offer + +or sale is not permitted. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED JUNE 30, 1999 PROSPECTUS $1,000,000,000 Offer to Exchange 7 3/8% Notes due 2006 For Any and All Outstanding 7 3/8% Notes due 2006 and 7 1/2% Notes due 2009 For Any and All Outstanding 7 1/2% Notes due 2009 This prospectus (and accompanying letter of transmittal) relates to our proposed offer to exchange up to $400,000,000 aggregate principal amount of new 7 3/8% notes due 2006 (the "New 7 3/8% Notes") for any and all outstanding 7 3/8% notes due 2006 and up to $600,000,000 aggregate principal amount of new 7 1/2% notes due 2009 (the "New 7 1/2% Notes" and together with the New 7 3/8% Notes, the "New Notes"), for any and all outstanding 7 1/2% notes due 2009. The 7 3/8% notes due 2006 and the 7 1/2% notes due 2009 were issued in a private offering on January 20, 1999 (the "Old Notes") and have certain transfer restrictions. The New Notes will be freely transferable. . The exchange offer expires 5:00 p.m., New York City time, on , 1999, unless extended. . The terms of the New Notes are substantially identical to the terms of the Old Notes, except that the New Notes will be freely transferable and issued free of any covenants regarding exchange and registration rights. . All Old Notes that are validly tendered and not validly withdrawn will be exchanged. . Tenders of Old Notes may be withdrawn at any time prior to expiration of the exchange offer. . The exchange of Old Notes for New Notes will not be a taxable event for United States federal income tax purposes. . Holders of Old Notes do not have any appraisal or dissenters' rights in connection with the exchange offer. Old Notes not exchanged in the exchange offer will remain outstanding and be entitled to the benefits of the indenture, but, except under certain circumstances, will have no further exchange or registration rights under the registration rights agreement. . ""Affiliates'' of Federal-Mogul (within the meaning of the Securities Act of 1933) may not participate in the exchange offer. . All broker-dealers must comply with the registration and prospectus delivery requirements of the Securities Act of 1933. See "Plan of Distribution" beginning on page 48. . We intend to apply for listing of the New Notes on the Luxembourg Stock Exchange. ----------- Please see "Risk Factors" beginning on page 10 for a discussion of certain factors you should consider in connection with the exchange offer. ----------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. WE MAY AMEND OR SUPPLEMENT THIS PROSPECTUS FROM TIME TO TIME BY FILING AMENDMENTS OR SUPPLEMENTS AS REQUIRED. YOU SHOULD READ THIS ENTIRE PROSPECTUS (AND ACCOMPANYING LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR INVESTMENT DECISION. ----------- Our principal executive offices are located at 26555 Northwestern Highway, Southfield, MI 48034. Our telephone number is (248) 354-7700. The date of this prospectus is , 1999. ---------------- NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTERED STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. TABLE OF CONTENTS
Page ---- Where You Can Find More Information....................................... 1 Forward-Looking Statements................................................ 2 Prospectus Summary........................................................ 3 Risk Factors.............................................................. 10 Use of Proceeds........................................................... 14 Capitalization............................................................ 15 Selected Consolidated Financial Data...................................... 16 Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.................................... 17 Exchange Offer; Registration Rights....................................... 17 Description of Certain Indebtedness....................................... 28 Description of the New Notes.............................................. 30 Book-Entry; Delivery and Form............................................. 40 Material Federal Tax Considerations....................................... 45 Plan of Distribution...................................................... 48 Incorporation of Information by Reference................................. 49 Legal Matters............................................................. 49 Experts................................................................... 49
WHERE YOU CAN FIND MORE INFORMATION As required by the Securities Act of 1933, we have filed a registration statement (No. 333- ) relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. These SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" the information we file with the SEC. This permits us to disclose important business and financial information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus, and any information filed with the SEC subsequent to this prospectus will automatically update and supersede this information. We incorporate by reference the following documents, which have been filed with the SEC: . Annual Report on Form 10-K for the year ended December 31, 1998. . Quarterly Report on Form 10-Q for the quarter ended March 31, 1999. . Federal-Mogul's proxy statement for the 1998 Annual Shareholders' Meeting, filed on March 24, 1999. . Current Reports on Form 8-K filed on April 7, 1998 and November 24, 1998. All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the completion of the offering of the securities described in this prospectus shall be incorporated by reference in this prospectus from their date of filing. 1 You may request a copy of these filings, at no cost, by writing or telephoning Federal-Mogul at the following address and telephone number: David M. Sherbin, Esq., Associate General Counsel and Secretary, Federal-Mogul Corporation, 26555 Northwestern Highway, Southfield, MI 48034, (248) 354-7700. In order to obtain timely delivery, you must request the information no later than five business days before the expiration of the exchange offer. You should rely only on the information provided in this prospectus, as well as the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any documents incorporated by reference is accurate as of any date other than the date on the front of the applicable document. FORWARD-LOOKING STATEMENTS Some of the statements contained or incorporated in this prospectus and the documents incorporated by reference herein discuss future expectations, contain projections of results of operations or financial condition or state other "forward-looking" information. Forward-looking information in this prospectus and the documents incorporated by reference herein includes information regarding: . plans to integrate the businesses of T&N, Fel-Pro and Cooper Automotive with our business; . plans to address computer software issues related to the approach of the year 2000; . the scope and effect of T&N's asbestos liability; and . plans to address the issues related to the conversion to the Euro. Important factors and risks that may cause actual results to differ from projections include, for example: . those relating to the combination of our business with those of T&N, Fel- Pro and Cooper Automotive; . the anticipated synergies, cost benefits, operating efficiencies, restructuring charges and related costs in connection with those acquisitions; . conditions in the automotive components industry; . certain global and regional economic conditions; and . other factors which may be described in our future filings with the SEC. 2 PROSPECTUS SUMMARY This summary highlights selected information from this prospectus, but does not contain all information that is important to you. This prospectus includes specific terms of the exchange offer. We encourage you to read the detailed information and consolidated financial statements and the notes thereto appearing elsewhere in this prospectus in their entirety or incorporated herein by reference. As used in this prospectus, unless the context indicates otherwise, (1) all references to "Federal-Mogul," "Company," "we," "our," "ours," and "us" refer to Federal-Mogul Corporation and its consolidated subsidiaries and (2) "Notes" means both the Old Notes and the New Notes. Federal-Mogul Corporation We are a leading global manufacturer and distributor of a broad range of components for automobiles and light trucks, heavy duty trucks, farm and construction vehicles and industrial products. These components include: . powertrain systems components which are primarily bearings, rings, pistons, sintered products and camshafts . sealing system components which include dynamic seals and gaskets and . general products which consist primarily of friction products, systems protection products and wiper products. We market our products to many of the world's major original equipment manufacturers. We also manufacture and supply our products and related parts to the aftermarket relating to each of these categories of equipment. Founded in 1899, we traditionally focused on the manufacture and distribution of engine bearings and sealing systems. From 1990 through 1996, we pursued a strategy of opening retail auto stores in various international locations. These geographically-dispersed stores proved burdensome to manage and resulted in substantial operating losses. In the fourth quarter of 1996, we initiated a change of management, followed by the initiation of a significant restructuring program designed to refocus our company on our core competencies of manufacturing, engineering and distribution. As part of this restructuring, we closed or sold substantially all of our retail operations. Since that time we have pursued a growth strategy of acquiring complementary manufacturing companies that enhance our product base, allow for expansion of our global manufacturing operations and provide opportunities to capitalize on our aftermarket distribution network and technological resources. Recent Developments Acquisitions In February 1998, we acquired Fel-Pro Incorporated and certain affiliated entities, which constitute the operating businesses of the Fel-Pro group of companies, a privately-owned automotive parts manufacturer, for total consideration of approximately $722 million. Fel-Pro is a premier gasket manufacturer for the North America aftermarket and original equipment heavy duty market. We refer to the acquired Fel-Pro entities in this prospectus as "Fel-Pro". In connection with our growth strategy, in March 1998 we acquired T&N plc, a U.K.-based supplier of engine and transmission products, for a total purchase price of approximately $2.4 billion. T&N plc manufactures and supplies high technology engineered automotive components and industrial materials including pistons, friction products, bearings, systems protection, camshafts and sealing products. We refer to T&N plc in this prospectus as "T&N". 3 In October 1998, we acquired Cooper Automotive for an initial purchase price of $1.9 billion, excluding fees and expenses and excluding a post-closing net asset adjustment to be finalized in the third quarter of 1999. Cooper Automotive, comprised of the Cooper Automotive and the Moog divisions of Cooper Industries, Inc., is a premier provider of leading brand name automotive products to the aftermarket and original equipment market. Cooper Automotive manufactures and distributes brake and friction products, chassis parts, ignition products and lighting and wiper products under well-known brand names including Champion(R), Moog(R), Abex(R), Wagner(R) and Zanxx(R). Among Cooper Automotive's largest customers, in alphabetical order, are AutoValue, DaimlerChrysler, Ford, Fiat, General Motors and NAPA. Cooper Automotive had revenues in 1997 of $1.9 billion. In December 1998, we acquired Glockler Dichtsysteme Gunter Hemmrich GmbH, a German manufacturer of rubber sealing components and acoustic decoupling for valve covers, intake manifolds and oil pans, with sales of approximately $40 million. In January 1999, we completed the acquisition of Tri-Way Machine Limited, a privately-owned manufacturer of machines and machining systems for the world's metal cutting industry headquartered in Windsor, Ontario, Canada with annual sales of $35 million. In January 1999, we completed our acquisition of two camshaft machining plants from Crane Technologies Group, Inc. to expand the capacity of our automotive product lines. The two plants located in Orland, Indiana and Jackson, Michigan have annual sales of approximately $36 million. In June 1999, we acquired the piston division of Alcan Deutschland GmbH, a unit of Alcan Aluminum Ltd., with sales of approximately $150 million. Alcan's piston division manufactures high quality pistons for passenger cars and commercial vehicles with the DURAL(R) brand name. Other Activities In December 1998, we sold T&N's thin wall and dry bearings (polymer bearings) operations and certain other engine hard part assets to Dana Corporation for a purchase price of $430 million. Net proceeds to us from the disposition of the T&N bearings business of approximately $372.0 million were used to repay bank indebtedness incurred in connection with the acquisition of Cooper Automotive. In December 1998, we completed the sale of 14.1 million shares of common stock. Net proceeds to us from the December equity offering of approximately $781.2 million were used to repay bank indebtedness incurred in connection with the acquisition of Cooper Automotive. In January 1999, we issued $400,000,000 principal amount of 7 3/8% Notes due 2006 and $600,000,000 principal amount of 7 1/2% Notes due 2009. We used the proceeds of these notes to repay borrowings under our prior senior credit agreements. In February 1999, we entered into a new $1.75 billion senior credit agreement at variable interest rates which contains a $1.0 billion multicurrency revolving credit facility and two term loan components. The revolving credit facility has a five-year maturity. The term loan components of $400 million and $350 million mature in five and six years, respectively. The proceeds of this senior credit agreement were used to refinance the prior senior credit agreement entered into in connection with the T&N and Cooper Automotive acquisitions as well as the $400 million multicurrency revolving credit facility related to the T&N acquisition. In February 1999, all outstanding shares of our Series E Stock were exchanged into shares of our common stock. Each of the 607,745 remaining shares of the Series E Stock were exchanged into five shares of our common stock. 4 Today, we have over 300 locations, across 6 continents, in 24 countries, with approximately 55,000 employees worldwide. On a pro forma basis adjusted for the acquisitions of T&N, Fel-Pro and Cooper Automotive and dispositions as if they had occurred on January 1, 1998, our total sales for 1998 were approximately $6.4 billion. Federal-Mogul is a Michigan corporation with its principal executive offices located at 26555 Northwestern Highway, Southfield, Michigan 48034. Our telephone number is (248) 354-7700. Summary of the Exchange Offer The form and terms of the New Notes will be substantially identical to those of the Old Notes except that the New Notes will have been registered under the Securities Act of 1933. Therefore, the New Notes will not be subject to certain transfer restrictions, registration rights and related liquidated damages provisions applicable to the Old Notes. We refer to the 7 3/8% Notes due 2006 and the 7 1/2% Notes due 2009 as the "Old Notes" and the new 7 3/8% Notes due 2006 and the new 7 1/2% Notes due 2009 as the "New Notes". The Exchange Offer............ We are offering to exchange an aggregate of $400,000,000 principal amount of new 7 3/8% Notes due January 15, 2006 for $400,000,000 of outstanding 7 3/8% Notes due January 15, 2006 and an aggregate of $600,000,000 principal amount of new 7 1/2% Notes due January 15, 2009 for $600,000,000 of outstanding 7 1/2% Notes due January 15, 2009. You may only exchange Old Notes in multiples of $1,000 principal amount. To be exchanged, an Old Note must be properly tendered and accepted. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged for New Notes issued on or promptly after the expiration date of the exchange offer. Currently, there are $400,000,000 principal amount of old 7 3/8% Notes due 2006 and $600,000,000 principal amount of old 7 1/2% Notes due 2009 outstanding and no New Notes outstanding. Issuance of the Old Notes; Registration Rights........... The Old Notes were issued and sold in a private offering to Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Chase Securities Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, NationsBanc Montgomery Securities L.L.C., BancBoston Robertson Stephens Inc., BNY Capital Markets, Inc., Credit Lyonnais Securities (USA) Inc., Dresdner Kleinwort Benson North America LLC, First Chicago Capital Markets, Inc., First Union Capital Markets, a division of Wheat First Securities Inc., Scotia Capital Markets (USA) Inc. and SG Cowen Securities Corporation, as the initial purchasers on January 20, 1999. In connection with that sale, we executed and delivered the Registration Rights Agreement for the benefit of the noteholders. In the Registration Rights Agreement, we agreed to either: . commence an exchange offer under which the New Notes, registered under the Securities Act of 1933 with terms substantially identical to those of the Old Notes, will be 5 exchanged for the Old Notes pursuant to an effective registration statement; or . cause the Old Notes to be registered under the Securities Act of 1933 pursuant to a resale shelf registration statement. If we do not comply with our obligations under the Registration Rights Agreement, we will be required to pay certain liquidated damages that will be payable twice yearly. For more information, we refer you to "Exchange Offer; Registration Rights." Absence of a Public Market for the New Notes............. The New Notes will generally be freely transferable but will be new securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes. The initial purchasers have advised us that they currently intend to make a market in the New Notes. However, the initial purchasers are not obligated to do so, and any market-making with respect to the New Notes may be discontinued at any time without notice. We do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system other than the Luxembourg Stock Exchange. Expiration Date............... The exchange offer will expire at 5:00 p.m., New York City time, on 1999, unless we extend it, in which case the term "expiration date" shall mean the latest date and time to which we extend the exchange offer. Conditions to the Exchange We are not required to consummate the exchange Offer......................... offer if there is any pending or threatened action or proceeding that would in our judgment be reasonably expected to impair our ability to proceed with the exchange offer. For more information, we refer you to "Exchange Offer; Registration Rights--Certain Conditions to the Exchange Offer." The exchange offer is not conditioned upon any minimum aggregate principal amount of Old Notes being tendered for exchange. Procedures for Tendering Old If you want to tender your Old Notes in the Notes......................... exchange offer, you must complete and sign a letter of transmittal and send it, together with the Old Notes and any other required documents, to The Bank of New York, as exchange agent, in compliance with the procedures for guaranteed delivery contained in the letter of transmittal. You must send the letter of transmittal to the exchange agent prior to 5 p.m. on the expiration date of the exchange offer. If your Old Notes are registered in the name of a nominee and you wish to tender your Old Notes in the exchange offer, you should instruct your nominee to promptly tender your Old Notes on your behalf. Guaranteed Delivery If you wish to tender your Old Notes and: Procedures.................... . your Old Notes are not immediately available; or 6 . you cannot deliver your Old Notes or any of the other documents required by the letter of transmittal to the exchange agent prior to the expiration date of the exchange offer; or . you cannot complete the procedure for book- entry transfer on a timely basis; you may tender your Old Notes according to the guaranteed delivery procedures detailed in the letter of transmittal. For more information, we refer you to "Exchange Offer; Registration Rights--Guaranteed Delivery Procedures." Withdrawal Rights............. You may withdraw the tender of your Old Notes at any time prior to the expiration date of the exchange offer. For more information, we refer you to "Exchange Offer; Registration Rights-- Withdrawal Rights." Acceptance of the Old Notes and Delivery of the New Notes......................... We will accept for exchange any and all Old Notes which you properly tender in the exchange offer prior to the expiration date of the exchange offer. We will issue and deliver the New Notes promptly following the expiration date of the exchange offer. For more information, we refer you to "Exchange Offer; Registration Rights--Terms of the Exchange Offer." Resales of the New Notes...... We believe, based on an interpretation by the staff of the SEC contained in no-action letters issued to third parties, that you may offer to sell, sell or otherwise transfer the New Notes issued to you in this exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act of 1933, provided that: . you are not an "affiliate" of ours within the meaning of Rule 405 under the Securities Act of 1933; and . you acquire the New Notes in the ordinary course of business and you have no arrangement or understanding with any person to participate in the distribution of the New Notes. If you are a broker-dealer and you receive New Notes for your own account in exchange for Old Notes, you must acknowledge that you will deliver a prospectus if you decide to resell your New Notes. For more information, we refer you to "Plan of Distribution." Consequences of Failure to If you do not exchange your Old Notes for the Exchange...................... New Notes pursuant to the exchange offer you will still be subject to the restrictions on transfer of your Old Notes as contained in the legend on the Old Notes. In general, you may not offer to sell or sell the Old Notes, except pursuant to a registration statement under the Securities Act of 1933 or any exemption from registration thereunder and in compliance with applicable state securities laws. 7 Material U.S. Federal Income Tax Considerations........... The exchange of Notes will not be a taxable event for United States federal income tax purposes. You will not recognize any taxable gain or loss or any interest income as a result of the exchange. Registration Rights The exchange offer is intended to satisfy your Agreement.................... registration rights under the Registration Rights Agreement. Those rights will terminate upon completion of the exchange offer. Use of Proceeds.............. We will not receive any proceeds from the issuance of New Notes pursuant to the exchange offer. In consideration for issuing the New Notes in exchange for the Old Notes as described in this prospectus, we will receive, retire and cancel the Old Notes. For more information, we refer you to "Use of Proceeds." Exchange Agent............... The Bank of New York is the exchange agent for the exchange offer. Description of the New Notes New Notes.................... $400,000,000 aggregate principal amount of 7 3/8% Notes due 2006. $600,000,000 aggregate principal amount of 7 1/2% Notes due 2009. Maturity..................... The 7 3/8% Notes mature on January 15, 2006. The 7 1/2% Notes mature on January 15, 2009. Interest Payment Dates....... January 15 and July 15, commencing on January 15, 2000. Ranking...................... Except as hereinafter provided, the New Notes will rank equally in right of payment with all other unsubordinated, unsecured indebtedness of Federal-Mogul, and senior in right of payment to any future subordinated indebtedness of Federal- Mogul. Indebtedness incurred under our senior credit agreement and certain other indebtedness of Federal-Mogul are secured by pledges of all or a portion of the stock of certain of Federal- Mogul's subsidiaries and certain intercompany indebtedness. So long as indebtedness under our senior credit agreement is secured by such pledges, existing public indebtedness and the New Notes will also be secured by such collateral. Indebtedness incurred under our senior credit agreement and certain other indebtedness of Federal-Mogul are also secured by collateral that does not secure the New Notes. The indenture for the New Notes will not contain any restriction upon indebtedness, whether secured or unsecured, that Federal-Mogul and its subsidiaries may incur in the future. Creditors of Federal-Mogul secured by collateral which does not secure the New Notes will have a claim on such other collateral prior to any claims of holders of the New Notes against such other collateral. For more information, we refer you to "Description of the New Notes--Ranking." 8 Optional Redemption........... We may redeem the New Notes, at our option, at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the New Notes of such series to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments on the New Notes to be redeemed, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points, plus, in either case, accrued interest to the date of redemption. For more information, we refer you to "Description of the New Notes--Optional Redemption." Sinking Fund.................. None. Certain Covenants............. The indenture governing the New Notes contains covenants that impose, among other things, limitations on the creation of liens and limitations on sale and lease-back transactions. For more information, we refer you to "Description of the New Notes--Certain Covenants." Guarantees.................... The subsidiary guarantors so long as they guarantee indebtedness under our senior credit agreement, will unconditionally guarantee the New Notes. The subsidiary guarantors have guaranteed all indebtedness under our senior credit agreement and all public indebtedness. For more information, we refer you to "Description of the New Notes--The Guarantees." Listing....................... We will apply for listing of the New Notes on the Luxembourg Stock Exchange. Risk Factors.................. We refer you to "Risk Factors" for a discussion of certain factors you should carefully consider before deciding to invest in the New Notes. Certain capitalized terms used in this summary are defined in "Description of the New Notes" beginning on page 30. 9 RISK FACTORS An investment in the New Notes involves various risks. If you are considering tendering Old Notes in exchange for New Notes, you should carefully review the information contained in this prospectus and the documents to which they refer. You should particularly consider the following factors: The Old Notes are subject to transfer restrictions and there is a limited trading market for the Old Notes We will issue New Notes in exchange for the Old Notes only after the exchange agent receives tender of your Old Notes. Therefore, you should allow sufficient time to ensure timely delivery of your Old Notes. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to your tender of the Old Notes for exchange. If you do not tender your Old Notes, or if you do tender your Old Notes and they are not accepted, your Old Notes will continue to be subject to the existing restrictions upon their transfer. Accordingly, after the completion of the exchange offer, you will only be able to offer for sale, sell or otherwise transfer untendered Old Notes as follows: . to Federal-Mogul; . pursuant to a registration statement that has been declared effective under the Securities Act of 1933; . for so long as the Old Notes are eligible for resale pursuant to Rule 144A under the Securities Act of 1933, to a person you reasonably believe is a qualified institutional buyer ("QIB") within the meaning of Rule 144A, that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 144A; . pursuant to offers and sales that occur outside the United States to foreign persons in transactions complying with the provisions of Regulation S under the Securities Act of 1933; . to an "Accredited Investor" within the meaning of Rule 501(a)(1), (2), (3) and (7) under the Securities Act of 1933 that is an institutional investor (an "Institutional Accredited Investor") purchasing for its own account or for the account of such an Institutional Accredited Investor, in each case in a minimum principal amount of the Old Notes of $250,000; or . pursuant to any other available exemption from the registration requirements of the Securities Act of 1933. To the extent that Old Notes are tendered and accepted in the exchange offer, the liquidity of the trading market for untendered Old Notes could be adversely affected. For more information, we refer you to "Exchange Offer; Registration Rights." In addition, any holder of the Old Notes who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes will be required to comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any resale transaction. Each broker-dealer who receives New Notes for its own account in exchange for the Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or any other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. For more information, we refer you to "Plan of Distribution." 10 We are substantially leveraged and we may not be able to generate sufficient cash flow from our operations to service our debt We incurred a significant amount of debt when we purchased T&N, Fel-Pro and Cooper Automotive. The following chart contains important financial statistics as of March 31, 1999: Total short-term debt............................... $ 196.1 million Total long-term debt................................ $3,396.7 million Total debt.............................................. $3,592.8 million Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely convertible subordinated debentures of the Company... $ 575.0 million Minority interest in consolidated subsidiaries........ $ 36.5 million Shareholders' equity.................................. $1,888.4 million ---------------- Total capitalization.................................... $6,092.7 million ================
This means that as of March 31, 1999: . Our ratio of debt to total capitalization was 59.0%; and . Our ratio of long-term debt to total capitalization was 55.7%. Our leverage may have important consequences to holders of the New Notes. For example, it could: . limit our ability to obtain additional financing to fund future working capital requirements, capital expenditures, debt service requirements, acquisitions or other general corporate requirements; . require us to use a substantial portion of our cash flow from operations to pay principal and interest on our indebtedness, which reduces the funds we will have available to finance operations and future business opportunities; . place us at a competitive disadvantage to our competitors that are less leveraged; and . increase our vulnerability to adverse economic and industry conditions. In addition, since certain of our debt is at variable rates of interest, we will be vulnerable to increases in interest rates. Increases in interest rates could have a material adverse effect on our operations, liquidity and financial condition. Our ability to make scheduled principal and interest payments on our indebtedness and our ability to refinance our indebtedness depend on our future performance. This performance is, to a certain extent, subject to economic, financial, competitive and other factors beyond our control. It is possible that in the future our business may not continue to generate sufficient cash flow from operations to service our debt and make necessary capital expenditures. If this occurs, we may be required to adopt one or more alternatives, such as reducing or delaying planned expansion, selling assets, restructuring debt or obtaining additional equity capital. There is no certainty that any of these strategies could be implemented on satisfactory terms or without substantial additional expense for us. These and other factors could have a material adverse effect on our results of operations, liquidity and financial condition and on the marketability, price and future value of the New Notes. Our senior credit agreement limits our ability to incur additional debt and to dispose of assets. Our senior credit agreement also requires us to make interest and principal payments and payments from material disposals, from "excess cash flow" and from the proceeds of certain issuances of capital stock or debt. We must also comply with certain financial ratios and minimum net worth tests. For more information, we refer you to "Description of Certain Indebtedness." We may not meet these requirements in the future. If we do not comply with these requirements, the resulting default under our senior credit agreement could lead to acceleration of the related debt. Other indebtedness that contain cross-acceleration or cross-default provisions could also be accelerated. In such a case, we might not be able to refinance or otherwise repay such indebtedness. 11 We may also incur substantial debt in the future, although our ability to do so is restricted by our senior credit agreement. For more information regarding our debt and capitalization, we refer you to "Capitalization" and "Description of Certain Indebtedness." We may not be able to integrate certain of our acquired businesses Our business grew in size and complexity due to the acquisitions of T&N, Fel-Pro and Cooper Automotive. We must integrate operations, management and personnel of four businesses that previously operated independently and may encounter difficulties completing this integration. Any material delays or unexpected costs we incur in connection with the integration process could harm us and our results of operations, liquidity and financial condition. We may not achieve desired levels of synergies and the costs of achieving these synergies may be substantially greater than we anticipate We analyzed possible economic synergies we hoped to realize as a result of the acquisitions of T&N, Fel-Pro and Cooper Automotive. It is possible that we will not achieve the desired levels of synergies. If we fail to achieve our desired levels of synergies, it could harm our business, results of operations, liquidity and financial condition. We have announced that we intend to incur restructuring charges and related costs of $195 million in connection with synergies targeted for the T&N and Fel-Pro acquisitions. Of this amount, we expect to ultimately recognize $54 million as expense as incurred, and we have recorded $141 million as a direct cost of the acquisitions. This is moderately less than the annual level of synergy benefits anticipated from those acquisitions in the year 2000. In connection with the Cooper Automotive acquisition, we expect to ultimately incur restructuring charges and related costs of $126 million. Of this amount, we expect to ultimately recognize $38 million as expense as incurred, and we have recorded $88 million as a direct cost of the acquisition. It is possible that such costs will be substantially greater than these amounts or that achieving such synergies will require additional costs or charges to earnings in future periods. Any such cost or charges could harm our business, results of operations, liquidity and financial condition. T&N may be subject to material additional asbestos liabilities and significant additional litigation relating to asbestos that could result in additional charges not covered by reserves or insurance T&N and certain of its subsidiaries are among many defendants named in a large number of court actions brought in the United States, and a smaller number of claims brought in the United Kingdom, relating to alleged asbestos- related diseases resulting from exposure to asbestos or products containing asbestos. T&N is also one of many defendants named in a small number of U.S. property damage claims. Prior to and including 1996, T&N incurred significant cost in connection with settling claims, establishing reserves for asbestos liabilities and obtaining insurance coverage for certain asbestos liabilities. Prior to our acquisition of T&N, T&N secured a (Pounds)500 million layer of insurance which will be triggered should the aggregate number of claims notified after June 30, 1996, where the exposure occurred prior to that date (which we refer to as IBNR claims), exceed (Pounds)690 million. As of March 31, 1999, we have provided $1.3 billion as its best estimate for future costs related to resolving asbestos claims. For a more detailed description of T&N's asbestos liabilities and the financial impact of these liabilities on us, we refer you to the reports and other information that we have filed with the SEC and incorporated into this prospectus by reference. Although T&N has carefully projected its future asbestos liability, the assumptions underlying such projections continuously change and therefore we cannot project with certainty the number of such claims that may be made nor the expenditure which may arise therefrom. T&N may be subject to material additional liabilities and significant additional litigation relating to asbestos that would result in additional charges not covered by reserves or insurance. Any such liabilities or litigation could harm our results of operations, business, liquidity and financial condition. 12 We may not succeed in locating and acquiring appropriate companies on attractive terms, completing potential acquisitions, integrating acquired companies or realizing desired benefits of such acquisitions One of our principal business strategies is to acquire businesses both domestically and internationally in order to expand our manufacturing and distribution capabilities. We intend to acquire companies that we believe complement our existing business and will achieve satisfactory rates of return. We are usually engaged in various stages of evaluating potential acquisition candidates, and we expect to complete as quickly as possible any acquisition that we believe meets our criteria. We may not succeed in completing each potential acquisition and may not in the future succeed in locating and acquiring appropriate companies on attractive terms, integrating acquired companies or realizing desired benefits of such acquisitions. The industry in which we compete is rapidly consolidating, and we cannot predict or control the timing of certain acquisition opportunities. Certain potential acquisition opportunities may involve bidding auctions requiring quick response. Since other companies may also be interested in our potential acquisition candidates, we may from time to time need to accelerate our evaluation and pursuit of such candidates. Potential acquisition candidates could include entities substantially larger than those we have acquired to date and may involve purchase prices substantially in excess of those paid for previous acquisitions. To finance acquisitions, we may need to do one or more of the following: . increase our outstanding borrowings by a significant amount, . issue a significant amount of debt securities or . issue a significant amount of equity securities. Such borrowings or issuances of debt securities could cause credit rating agencies to lower their ratings on all or certain of our securities, including the New Notes, could adversely affect the market price or trading price for such securities, and may have other important consequences. In addition, such borrowings or issuances may be on a short-term basis and thus involve a refinancing risk. We also refer you to "We are substantially leveraged and we may not be able to generate sufficient cash flow from operations to service our debt" above. If we are unable to obtain suitable financing, we may be unable to complete future acquisitions. The automotive industry is cyclical; a decline in automotive sales and production could result in a decline in our results of operations or a deterioration in our financial condition Our principal operations are directly related to automobile sales and production in the United States and abroad. Automobile sales and production are cyclical and can be affected by the strength of a country's general economy. In addition, automobile production and sales can be affected by labor relations, regulatory requirements, trade agreements and other factors. A decline in automotive sales and production would likely affect not only sales to original equipment customers (purchasers of new automobiles), but also sales to aftermarket customers (purchasers of replacement parts) and could result in a decline in our results of operations or a deterioration in our financial condition. If demand changes and we fail to respond appropriately, our results of operations could be adversely affected. In addition, technical improvements in automotive component designs may adversely affect aftermarket demand. We have substantial international operations that are subject to additional risks We have manufacturing and distribution facilities in many countries, principally in North America, Europe and Latin America. The acquisition of T&N significantly increased the portion of our business located outside the United States, though the acquisition of Cooper Automotive partially offset this effect. International operations are subject to certain risks including: . exposure to local economic conditions, . exposure to local political conditions (including the risk of seizure of assets by foreign governments), 13 . currency exchange rate fluctuations and currency controls and . export and import restrictions. The likelihood of such occurrences and their potential effect on us are unpredictable and vary from country to country. We are subject to foreign currency risks Certain of our operating entities report their financial condition and results of operations in various foreign currencies (including pounds sterling, German marks and, to a lesser extent South African rand and French francs). We translate the reported amounts into U.S. dollars at the applicable exchange rates in preparing our consolidated financial statements. As a result, the fluctuating value of the dollar against these foreign currencies will affect reported sales and operating margin of T&N and other subsidiaries, as consolidated into Federal-Mogul. In addition, we are exposed to a risk of loss from changes in foreign exchange rates whenever we or one of our foreign subsidiaries enters into a purchase or sales transaction using a currency that is not its normal currency. While we reduce such risks by matching revenues and costs with the same currency, changes in currency exchange rates could harm our financial condition or results of operations. The global vehicular parts business is highly competitive and if we fail to successfully compete, our business will be harmed The global vehicular parts business is highly competitive. We compete with many of our customers that produce their own components as well as with independent manufacturers and distributors of components in the United States and abroad. Certain of our competitors have significantly greater financial and other resources than us. If we are unable to respond successfully to changing competitive conditions demand for our products may decline. USE OF PROCEEDS We will not receive any proceeds in connection with the exchange offer. In consideration for issuing the New Notes in exchange for the Old Notes as described in this prospectus, we will receive, retire and cancel the Old Notes. The net proceeds from the sale of the Old Notes, after deducting discounts, commissions and offering expenses were approximately $979.8 million. We used the net proceeds for the sale of the Old Notes to refinance bank indebtedness incurred in connection with the acquisitions of T&N, Fel-Pro and Cooper Automotive. 14 CAPITALIZATION The following table sets forth the consolidated capitalization of Federal- Mogul at March 31, 1999. Other than as indicated herein, there has been no material change to the information set forth in this capitalization table between March 31, 1999 and the date hereof. Short-term debt:(1)............................................ $ 196.1 Long-term debt: Senior credit agreement--term loans.......................... $ 750.0 Multicurrency revolving credit facility...................... 348.0 7.5% Notes due 2004.......................................... 249.6 7.75% Notes due 2006......................................... 399.9 8.8% Notes due 2007.......................................... 124.7 7.875% Notes due 2010........................................ 349.2 7.375% Notes due 2006........................................ 398.4 7.5% Notes due 2009.......................................... 597.5 Medium-term notes due 1999 through 2005...................... 125.0 ESOP obligation.............................................. 7.9 Other........................................................ 46.5 -------- Total long-term debt (2)................................... $3,396.7 ======== Minority interest in consolidated subsidiaries................. 36.5 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely convertible subordinated debentures of the Company (3)................................. 575.0 Shareholders' equity: Series C ESOP Convertible Preferred Stock.................... 43.3 Common Stock................................................. 352.0 Additional paid-in capital................................... 1,780.3 Accumulated deficit.......................................... (44.3) Unearned ESOP compensation................................... (15.1) Accumulated other comprehensive income....................... (225.7) Other........................................................ (2.1) -------- Total shareholders' equity................................. 1,888.4 -------- Total capitalization....................................... $6,092.7 ========
- -------- (1) Includes current maturities of long-term debt. (2) Less current maturities of long-term debt. (3) This consists of Federal-Mogul obligated 7% Trust Convertible Preferred Securities of Federal-Mogul Financing Trust. Substantially all of the assets of Federal-Mogul Financing Trust consist of the 7% Convertible Junior Subordinated Debentures of Federal-Mogul. 15 SELECTED CONSOLIDATED FINANCIAL DATA The following table presents information from Federal-Mogul's consolidated financial statements for the five years ended December 31, 1998 and each of three months in the periods ended March 31, 1999 and 1998. You should read this information in conjunction with our financial statements and related notes contained in the reports and other information that we have filed with the SEC and incorporated into this prospectus by reference.
Three months ended March 31, (unaudited) Year ended December 31, ----------------------- ----------------------------------------------------------------- 1999 1998 1998 1997 1996 1995 1994 --------- --------- --------- --------- --------- --------- --------- (Millions of Dollars, Except Per Share Amounts) Consolidated Statement of Operations Data Net sales............... $ 1,642.2 $ 658.0 $ 4,468.7 $ 1,806.6 $ 2,032.7 $ 1,998.8 $ 1,889.5 Costs and expenses...... 1,530.3 (1) 650.4 (2) (4,266.9)(3) (1,703.7)(4) (2,258.0)(5) (2,000.7)(6) (1.795.5) Other expense, net...... (5.3) (6.0) (16.3) (3.4) (3.4) (2.4) (2.5) Income tax (expense) benefit................ (45.2) (8.8) (93.6) (27.5) 22.4) (2.5) (31.8) --------- --------- --------- --------- --------- --------- --------- Net earnings (loss) before extraordinary items and cumulative effect of change in accounting principle... 61.4 (7.2) 91.9 72.0 (206.3) (5.8) 59.7 Extraordinary items-- loss on early retirement of debt, net of applicable income tax benefit............ (23.1) -- (38.2) (2.6) -- -- -- Cumulative effect of change in accounting for costs of start up activities, net of applicable income tax benefit................ (12.7) -- -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Net earnings (loss)..... $ 25.6 $ (7.2) $ 53.7 $ 69.4 $ (206.3) $ (5.8) $ 59.7 ========= ========= ========= ========= ========= ========= ========= Common Shares Summary (Diluted) Average shares and equivalents outstanding (in thousands)......... 83,700 40,100 53,748 41,854 34,659 34,642 41,800 Earnings (loss) per share: Before extraordinary items and cumulative effect of change in accounting principle.............. $ .80 $ (.20) $ 1.67 $ 1.67 $ (6.20) $ (.42) $ 1.38 Extraordinary items-- Loss on early retirement of debt and cumulative effect of change in accounting principle, net of applicable income tax benefits............... (.42) -- (.71) (.06) -- -- -- --------- --------- --------- --------- --------- --------- --------- Net earnings (loss) per share.................. $ .38 $ (.20) $ .96 $ 1.61 $ (6.20) $ ( .42) $ 1.38 ========= ========= ========= ========= ========= ========= ========= Dividends declared per share.................. $ .0025 $ .12 $ .1275 $ .48 $ .48 $ .48 $ .48 ========= ========= ========= ========= ========= ========= ========= Consolidated Balance Sheet Data Total assets............ $ 9,864.5 $ 7,398.7 $ 9,940.1 $ 1,802.1 $ 1,455.2 $ 1,701.1 $ 1,481.7 Short-term debt (7)..... 196.1 837.8 211.0 28.6 280.1 111.9 74.0 Long-term debt.......... 3,396.7 2,273.7 3,130.7 273.1 209.6 481.5 319.4 Company-obligated mandatorily redeemable preferred securities of subsidiary trust holding solely convertible subordinated debentures of the Company......... 575.0 575.0 575.0 575.0 -- -- -- Shareholders' equity.... 1,888.4 586.0 1,986.2 369.3 318.5 550.3 588.5 Other Financial Information Net cash provided from (used by) operating activities............. $ (31.9) $ 82.7 $ 325.5 $ 215.7 $ 149.0 $ (34.7) $ 24.3 Expenditures for property, plant, equipment and other long-term assets....... 75.2 19.5 228.5 49.7 54.2 78.5 74.9 Depreciation and amortization expense... 88.8 29.8 228.0 51.5 61.9 59.2 54.6
- -------- (1) Includes a $10.1 million charge for integration costs. 16 (2) Includes a $10.5 million restructuring charge, a $20.0 million charge for adjustment of assets held for sale and other long-lived assets to fair value, an $18.6 million charge for purchased in-process research and development, and a $13.3 million net gain related to the British pound currency option and forward contract. (3) Includes a $7.3 million net restructuring charge, a $19.0 million net charge for adjustment of assets held for sale and other long-lived assets to fair value, an $18.6 million charge for purchased in-process research and development, a $22.4 million charge for integration costs, and a $13.3 million net gain related to the British pound currency option and forward contract. (4) Includes a $1.1 million net restructuring credit, a $2.4 million charge for adjustment of assets held for sale and other long-lived assets to fair value, a $1.6 million credit for reengineering and other related charges, and a $10.5 million charge related to the British pound currency option and forward contract. (5) Includes a $57.6 million restructuring charge, a $151.3 million charge for adjustment of assets held for sale and other long-lived assets to fair value, and $11.4 million relating to reengineering and other related charges. (6) Includes a $26.9 million restructuring charge, a $51.8 million charge for adjustment of assets held for sale and other long-lived assets to fair value, and $13.9 million relating to reengineering and other related charges. (7) Includes current maturities of long-term debt. RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS The following table shows our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred stock dividends for the three months ended March 31, 1999 and for each of the five most recent fiscal years.
Three Months Ended March 31, Year Ended December 31, ------------- ---------------------------- 1999 1998 1998 1997 1996 1995 1994 ------ ------ ---- ---- ----- ------ ---- Ratio of Earnings to Fixed Charges(1)......................... 2.5x 1.1x 1.8x 3.3x N/A(2) N/A(3) 4.3x Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends(1)....................... 2.4x 1.1x 1.8x 2.9x N/A(2) N/A(3) 3.1x
- -------- (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. EXCHANGE OFFER; REGISTRATION RIGHTS We sold the Old Notes on January 20, 1999 (the "Issue Date") to the initial purchasers in a private offering. As a condition to the sale of the Old Notes, we and certain of the initial purchasers entered into the Registration Rights Agreement on the Issue Date. The registration statement, of which this prospectus is part, is intended to satisfy certain of our obligations under the Registration Rights Agreement summarized below. 17 Pursuant to the Registration Rights Agreement, we agreed to file, and to cause the subsidiary guarantors of the Old Notes to file, with the SEC, subject to the next paragraph, an exchange offer registration statement in the appropriate form under the Securities Act of 1933 with respect to an offer to exchange the Old Notes for the New Notes and to offer to the holders of Old Notes who are able to make certain representations the opportunity to exchange their Old Notes for New Notes. . If we or the guarantors of the Old Notes are not permitted to file such registration statement or to effect the exchange offer because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC staff; . If the exchange offer is not for any other reason declared effective within 240 days after the Issue Date or the exchange offer is not consummated within 270 days after the Issue Date; or . If a holder of Old Notes notifies us within a specified time period that it is not permitted to participate in the exchange offer or it does not receive fully tradeable New Notes pursuant to the exchange offer; then we and the guarantors will, as promptly as practicable, file with the SEC a shelf registration statement to cover resales of the transfer restricted notes. We will use our, and will cause the guarantors to use their, best efforts to cause the registration statement to be declared effective as promptly as possible but not later than the later of (a) 240 days after the Issue Date or (b) 30 days after such filing obligation arises (or 90 days in the event that the SEC performs a full review of such shelf registration statement). "Transfer restricted note" means each Old Note until: . the date on which a registration statement with respect to such Old Note shall have been declared effective under the Securities Act of 1933 and such Old Note shall have been disposed of pursuant to such registration statement; . the date on which such Old Note has been sold to the public pursuant to Rule 144 or eligible to be sold pursuant to Rule 144(k) under the Securities Act of 1933 (or any similar provision then in force, but not Rule 144A under the Securities Act of 1933); . such Old Note ceases to be outstanding; . such Old Note is otherwise transferred by the holder of such Old Note and we have delivered a New Note not bearing a legend restricting further transfer, and subsequent disposition of such Old Note does not require registration or qualification under the Securities Act of 1933; or . the date on which the exchange offer is consummated (except in the case of Old Note purchased from us and continuing to be held by the initial purchasers). We believe that under existing SEC interpretations, the New Notes would, in general, be freely transferable after the exchange offer without further registration under the Securities Act of 1933. However, in the case of broker- dealers participating in the exchange offer, a prospectus meeting the requirements of the Securities Act of 1933 must be delivered by such broker- dealers in connection with resales of the New Notes. We refer you to the "Morgan Stanley & Co. Inc." SEC No-Action Letter available June 5, 1991, "Exxon Capital Holdings Corporation" SEC No-Action Letter available May 13, 1988 and "Shearman & Sterling" SEC No-Action Letter available July 2, 1993 for these SEC interpretations. We have agreed to make available a prospectus meeting the requirements of the Securities Act of 1933 to any such broker-dealer for use in connection with any resale of any New Notes acquired in the exchange offer for a period of 180 days after consummation of the resale of any New Notes acquired in the exchange offer. A broker-dealer that delivers such a prospectus to purchasers in connection with such resales will be subject to certain of the civil liability provisions under the Securities Act of 1933 and will be bound by certain provisions of the Registration Rights Agreement (including certain indemnification rights and obligations). 18 If you hold Old Notes and wish to exchange such Old Notes for New Notes in the exchange offer, you will be required to make certain representations, including representations that: . any New Notes to be received by you will be acquired in the ordinary course of its business; . you have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act of 1933) of the New Notes; . you are not an affiliate of Federal-Mogul (as defined in Rule 405 under the Securities Act of 1933); and . such other representations reasonably necessary under applicable SEC rules, regulations or interpretations. If you are not a broker-dealer, you will be required to represent that you are not engaged in, and do not intend to engage in, the distribution of the New Notes. If you are a broker-dealer and you are receiving New Notes for your own account in exchange for Old Notes that were acquired as a result of market- making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such New Notes. We have agreed to pay the expenses incident to the exchange offer and will indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act of 1933. The SEC has recently proposed that its interpretations referred to above be repealed if the SEC adopts certain proposed rule changes under the Securities Act of 1933, and has indicated that it may repeal these interpretations in any event. If those interpretations are repealed before the exchange offer is consummated so that the exchange offer would no longer be permissible, then holders of the Old Notes will not be able to receive New Notes pursuant to an exchange offer. Rather, the Old Notes will only be registered in connection with resales by the holders. In connection with such resales, the holders will be required to deliver a prospectus to the purchasers and will be subject to certain of the civil liability provisions under the Securities Act of 1933. The Registration Rights Agreement provides that: . we and the guarantors will file such registration statement with the SEC as soon as practicable but not later than 180 days after the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; . we will use our best efforts to cause such registration statement to be declared effective by the SEC within 240 days of the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; . we will use our best efforts to keep the exchange offer registration statement effective until the closing of the exchange offer and to cause the exchange offer to be consummated not later than 270 days following the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; and . if obligated to file the shelf registration statement, we and the guarantors, as applicable, will file with the SEC a shelf registration statement, as promptly as practicable, and thereafter will use our best efforts to cause such shelf registration statement to be declared effective as promptly as practicable but not later than the later of (a) 240 days after the Issue Date or (b) 30 days after such filing obligation arises (or 90 days in the event that the SEC performs a full review of such shelf registration statement). We and the guarantors, as applicable, have agreed to use our best efforts to keep such shelf registration statement continuously effective, supplemented and amended until the second anniversary of the Issue Date or such shorter period that will terminate when all the transfer restricted notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement or cease to be outstanding. However, we and the guarantors will be permitted to suspend the use of the prospectus that is a part of such shelf registration statement for a period not to exceed 30 days in any three-month period if compliance with our obligations 19 under the Registration Rights Agreement would require us to disclose under applicable law material non-public information that we have a bona fide business purpose in not disclosing. This period may be extended to 60 days in any three-month period under certain circumstances relating to material acquisitions and similar transactions involving Federal-Mogul, but not more than 120 days in any twelve-month period. A holder of Old Notes that sells its Old Notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act of 1933 in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such holder (including certain information, indemnification and contribution obligations). Each of the following is a "registration default": . If we and the guarantors fail to file the exchange offer registration statement on or before the 180th day after the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; . If the exchange offer registration statement is not declared effective by the SEC on or prior to the 240th day after the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; . If the exchange offer is not consummated on or prior to the 270th day after the Issue Date, unless the exchange offer would not be permitted by applicable law or SEC policy; or . If a shelf registration statement is required to be filed, such shelf registration statement is not declared effective on or before the date specified above for such effectiveness. If a registration default occurs then the interest rate borne by the Old Notes as to which a registration default exists will be increased by 0.25% per year with respect to the first 90-day period (or portion thereof) during which a registration default is continuing immediately following the occurrence of such registration default, and such interest rate shall increase by an additional 0.25% per year at the beginning of each subsequent 90-day period while a registration default is continuing until all registration defaults have been cured, up to a maximum rate of additional interest of 1.00% per year. If the shelf registration statement ceases to be effective or is unusable by the holders of the Old Notes for any other reason for more than 30 days in the aggregate in any twelve-month period other than as permitted above, then the interest rate on the Old Notes as to which such default exists will be increased by 0.25% per year with respect to the first 90-day period (or a portion thereof) beginning on the 31st day after the shelf registration statement ceases to be effective or otherwise usable, and increasing an additional 0.25% per year at the beginning of each subsequent 90-day period during which the shelf registration statement ceases to be effective or otherwise usable, up to a maximum rate of additional interest of 1.00% per year. Additional interest as a result of a registration default shall cease to accrue (but any accrued amount shall be payable) and the interest rate on the Old Notes will revert to the original rate if the registration default giving rise to such increase is no longer continuing and no other registration default has occurred and is continuing. The description above of the Registration Rights Agreement summarizes material provisions but does not restate such provisions or summarize all of the provisions. You should read the Registration Rights Agreement. You can obtain a copy of the Registration Rights Agreement upon request from Federal- Mogul. Terms of the Exchange Offer Upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal, we will accept any and all of the Old Notes validly tendered and not withdrawn prior to the expiration date of the exchange offer. As of the date of this prospectus, $400 million aggregate principal amount of 7 3/8% Notes due 2006 is outstanding and $600 million aggregate principal amount of 7 1/2% Notes due 2009 is outstanding. This 20 prospectus, together with the letter of transmittal, is first being sent on or about , 1999, to all holders of Old Notes known to us. Our obligation to accept the Old Notes for exchange pursuant to the exchange offer is subject to the conditions as set forth under "--Certain Conditions to the Exchange Offer" below. We will issue $1,000 principal amount of New Notes in exchange for $1,000 principal amount of outstanding Old Notes accepted in the exchange offer. Holders of Old Notes may tender some or all of their Old Notes pursuant to the exchange offer. See "--Consequences of Failure to Exchange." However, the Old Notes may be tendered only in integral multiples of $1,000. The New Notes will evidence the same debt as the Old Notes for which they are exchanged, and are entitled to the benefits of the indenture covering the Old Notes (the "Indenture"). The form and terms of the New Notes are the same in all material respects as the form and terms of the Old Notes, except that the New Notes have been registered under the Securities Act of 1933. Therefore, the New Notes will not bear legends restricting their transfer. Holders of Old Notes do not have any appraisal or dissenters' rights under the Indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of Regulation 14E under the Securities Exchange Act of 1934. We shall be deemed to have accepted validly tendered Old Notes when, as, and if we have given verbal or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of Old Notes for the purpose of receiving the New Notes. If any tendered Old Notes are not accepted for exchange because of an invalid tender, or the failure to satisfy other conditions to the exchange offer or otherwise, we will return such unaccepted tenders of Old Notes without expense to the holder of the Old Notes, as promptly as practicable after the expiration date of the exchange offer. Holders of Old Notes whose Old Notes are not tendered or are tendered but not accepted in the exchange offer will continue to hold such Old Notes and will be entitled to all the rights and preferences and subject to the limitations applicable to the Old Notes under the Indenture. Following completion of the exchange offer, the noteholders will continue to be subject to the existing restrictions upon transfer of the Old Notes and we will have no further obligation to those noteholders to provide for the registration under the Securities Act of 1933 of the Old Notes held by them. To the extent the Old Notes are tendered and accepted in the exchange offer, the trading market for untendered, and tendered but unaccepted, Old Notes could be adversely affected. See "Risk Factors--The Old Notes are subject to transfer restrictions and there is a limited trading market for the Old Notes." Noteholders who tender Old Notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Old Notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See "-- Fees and Expenses; Solicitation of Tenders." Expiration Date; Extensions; Amendments Expiration Date means 5:00 p.m., New York City time on , 1999 unless we extend the exchange offer. If we do extend the exchange offer, the term expiration date shall mean the date and time to which the exchange offer is extended. We may extend the expiration date of the exchange offer from time to time by giving written or oral notice to the exchange agent and by timely public announcement. We reserve the right at our sole discretion: . to delay accepting any Old Notes; 21 . to extend the exchange offer; . to amend the terms of the exchange offer in any manner; or . to terminate the exchange offer and not accept any Old Notes not previously accepted if any of the conditions set forth below under "-- Certain Conditions to the Exchange Offer" shall have occurred and shall not have been waived by us. Any such delay in acceptance, extension, amendment or termination will be followed as promptly as practicable by written or oral notice thereof to the noteholders. During any extension of the expiration date of the exchange offer, all Old Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. We shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency. Interest on the New Notes Interest accrues on the new 7 3/8% Notes at the rate of 7 3/8% per annum and on the new 7 1/2% Notes at the rate of 7 1/2% per annum and will be payable in each case in cash semiannually in arrears on each January 15 and July 15, commencing January 15, 2000. Interest on the Old Notes accepted for exchange will cease to accrue upon issuance of the New Notes. Procedures for Tendering the Old Notes When a beneficial owner of Old Notes tenders them to Federal-Mogul as set forth below and Federal-Mogul accepts the Old Notes, the beneficial owner of the Old Notes and Federal-Mogul will be deemed to have entered into a binding agreement upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal. Except as set forth below, if you wish to tender the Old Notes for exchange pursuant to the exchange offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to the exchange agent at one of the addresses set forth below under "Exchange Agent") on or prior to the expiration date of the exchange offer. In addition: . the exchange agent must receive certificates for such Old Notes along with the letter of transmittal; . the exchange agent must receive prior to the expiration date of the exchange offer a timely confirmation of a book-entry transfer of such Old Notes into the exchange agent's account at The Depository Trust Company pursuant to the procedure for book-entry transfer described below; or . the noteholder must comply with the guaranteed delivery procedures described below. The method of delivery of Old Notes, letters of transmittal and all other required documents is at the election and risk of the noteholder. If such delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, you should allow sufficient time to assure timely delivery. You should not send letter of transmittal or Old Notes to Federal-Mogul directly. Each signature on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless: . tendered Old Notes are registered in the name of the signer of the letter of transmittal and the New Notes are to be issued (and any untendered Old Notes are to be reissued) in the name of such registered noteholder and delivered to the address of such registered noteholder as appears on the note register for the Old Notes; or . for the account of an Eligible Institution (as defined below). In the event that a signature on a letter of transmittal or a notice of withdrawal, as the case may be, is required to be guaranteed, such guarantee must be by a firm which is a member of a registered national 22 securities exchange or a member of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondence in the United States or otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act of 1934 (collectively, "Eligible Institutions"). If the Old Notes are registered in the name of a person other than the person signing the letter of transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by, a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered noteholder with the signature thereon guaranteed by an Eligible Institution. In either case, the Old Notes must be signed exactly as the name or names of the registered noteholder or noteholders that appear on the Old Notes. If a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another acting in a fiduciary or representative capacity signs the letter of transmittal or any Old Notes or powers of attorney, the person signing should indicate in which capacity he or she is signing and, unless waived by us, submit proper evidence satisfactory to us of his or her authority to sign with the letter of transmittal. By tendering, each noteholder will represent to us that, among other things: . the New Notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not that person is the noteholder; . neither the noteholder nor any other person receiving such New Notes has an arrangement or understanding with any person to participate in the distribution of such New Notes; . if the noteholder is not a broker-dealer, or is a broker-dealer but will not receive New Notes for its own account in exchange for the Old Notes, neither the noteholder nor any other person receiving such New Notes is engaged in or intends to participate in the distribution of such New Notes; and . neither the noteholder nor any other person receiving such New Notes is an "affiliate" of Federal-Mogul, as defined under Rule 405 of the Securities Act. If the tendering noteholder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of marker-making activities or other trading activities, the noteholder will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. Delivery of Documents to The Depository Trust Company or Federal-Mogul Does Not Constitute Delivery to the Exchange Agent We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt) and acceptance of the Old Notes tendered for exchange, which determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right in our sole discretion to waive any defects or irregularities or conditions of the exchange offer as to any particular Old Notes either before or after the expiration date of the exchange offer (including the right to waive the ineligibility of any noteholder who seeks to tender Old Notes in the exchange offer). The interpretation of the terms and conditions of the exchange offer as to any particular Old Notes either before or after the expiration date of the exchange offer (including the letter of transmittal and its instructions) by us shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tenders of Old Notes for exchange must be cured within a reasonable period of time as we shall determine. Neither Federal-Mogul, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularities with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification. 23 Acceptance of the Old Notes for Exchange; Delivery of the New Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date of the exchange offer, all Old Notes properly tendered and will issue the New Notes promptly after acceptance of the Old Notes. See "--Certain Conditions to the Exchange Offer" below. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered Old Notes for exchange when, and if, we have given verbal or written notice of our acceptance to the exchange agent. In all cases, issuance of the New Notes for the Old Notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following: . certificates for such Old Notes or a timely confirmation of a book-entry transfer of such Old Notes into the exchange agent's account at The Depository Trust Company pursuant to the book-entry transfer procedures described below; . a properly completed and duly executed letter of transmittal; and . all other required documents. If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if certificates representing the Old Notes are submitted for a greater principal amount than the noteholder desires to exchange, those unaccepted or non-exchanged Old Notes will be returned without expense to the tendering noteholder thereof (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company pursuant to the book-entry transfer procedures described below, those non-exchanged Old Notes will be credited to an account maintained with The Depository Trust Company) as promptly as practicable after the expiration or termination of the exchange offer. Book-Entry Transfer The exchange agent will make a request to establish an account with respect to the Old Notes at The Depository Trust Company for purposes of the exchange offer within two days after the date of this prospectus. Any financial institution that is a participant in The Depository Trust Company's systems may make book-entry delivery of the Old Notes by causing The Depository Trust Company to transfer such Old Notes into the exchange agent's account at The Depository Trust Company in accordance with The Depository Trust Company's Automated Tender Offer Program ("ATOP") procedures for transfer. However, the exchange for the Old Notes so tendered will only be made after timely confirmation of such book-entry transfer of Old Notes into the exchange agent's account, and timely receipt by the exchange agent of an Agent's Message (as such term is defined in the next sentence) and any other documents required by the letter of transmittal on or prior to the expiration date of the exchange offer or pursuant to the guaranteed delivery procedures described below. The term "Agent's Message" means a message, transmitted by The Depository Trust Company and received by the exchange agent and forming a part of a timely confirmation of a book-entry transfer, which states that The Depository Trust Company has received an express acknowledgment from a noteholder tendering Old Notes that are the subject of such timely confirmation of a book-entry transfer that such noteholder has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such noteholder. Guaranteed Delivery Procedures If a registered holder of the Old Notes desires to tender such Old Notes and the Old Notes are not immediately available, or time will not permit such holder's Old Notes or other required documents to reach the exchange agent before the expiration date of the exchange offer, or the procedure for book- entry transfer cannot be completed on a timely basis, a tender may be effected if: . the tender is made through an Eligible Institution; 24 . prior to the expiration date of the exchange offer, the exchange agent receives from such Eligible Institution a notice of guaranteed delivery, substantially in the form provided by us (by facsimile transmission, mail or hand delivery), setting forth the name and address of the noteholder and the amount of Old Notes tendered, the names in which the Old Notes are registered and, if possible, the certificate numbers of the Old Notes to be tendered and stating that the tender is being made thereby and guaranteeing that within three business days after the expiration date, the certificates of all physically tendered Old Notes, in proper form for transfer, or a timely confirmation of a book-entry transfer, as the case may be, a properly completed and duly executed letter of transmittal and any other required documents will be deposited by the Eligible Institution with the exchange agent; and . the certificates for all physically tendered Old Notes, in proper form for transfer, or a timely confirmation of a book-entry transfer, as the case may be, and all other documents required by the letter of transmittal, are received by the exchange agent within three business days after the expiration date of the exchange offer. Withdrawal Rights You may withdraw your tender of the Old Notes at any time prior to the expiration date of the exchange offer. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at the address or facsimile number set forth below under "Exchange Agent." Any such notice of withdrawal must: . specify the name of the person having tendered the Old Notes to be withdrawn; . identify the Old Notes to be withdrawn (including the certificate numbers and principal amount of such Old Notes); . specify the principal amount of Old Notes to be withdrawn; . include a statement that the noteholder is withdrawing his or her election to have such Old Notes exchanged; . be signed by the noteholder in the same manner as on the original letter of transmittal or as otherwise described above (including required signature guarantees) or be accompanied by such documents of transfer sufficient to have the Trustee register the transfer of such Old Notes into the names of the person withdrawing the tender; and . specify the name in which such Old Notes are registered, if different from that of the withdrawing noteholder. If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing noteholder must also submit the certificate numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such noteholder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices, which shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the noteholder thereof without cost to such noteholder (or, in the case of Old Notes tendered by book-entry transfer procedures described above, such Old Notes will be credited to an account maintained with the Depository Trust Company for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may re-tender your properly withdrawn Old Notes by following one of the procedures described under "--Procedures for Tendering the Old Notes" above at any time on or prior to the expiration date of the exchange offer. 25 Certain Conditions to the Exchange Offer Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue New Notes in exchange for, any Old Notes and may terminate or amend the exchange offer, if at any time before the acceptance of such Old Notes for exchange or the exchange of the New Notes for such Old Notes, there shall be threatened, instituted or pending any action or proceeding before, or any injunction, order or decree shall have been issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission: (1) seeking to restrain or prohibit the making or consummation of the exchange offer or any other transaction contemplated by the exchange offer, or assessing or seeking any damages as a result thereof, or (2) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Old Notes pursuant to the exchange offer; or (3) any statute, rule, regulation, order or injunction shall be sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign; or (4) any action shall have been taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign; that in our sole judgment might directly or indirectly result in any of the consequences referred to in (1) or (2) above or, in our sole judgment, might result in the holders of New Notes having obligations with respect to resales and transfer of New Notes which exceed those described in this prospectus, or would otherwise make it inadvisable to proceed with the exchange offer. If we determine in good faith that any of the conditions are not met, we may: . refuse to accept any Old Notes and return all tendered Old Notes to exchanging noteholders; . extend the exchange offer and retain all Old Notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of noteholders to withdraw such Old Notes (see "--Withdrawal Rights"); or . waive certain of such unsatisfied conditions with respect to the exchange offer and accept all properly tendered Old Notes which have not been withdrawn or revoked. If such waiver constitutes a material change to the exchange offer, we will promptly disclose such waiver by means of a prospectus supplement that will be distributed to all noteholders. Noteholders have certain rights and remedies against us under the Registration Rights Agreement, including liquidated damages in the event that we fail to consummate the exchange offer within a certain period of time, even if the failure is due to the occurrence of any of the conditions stated above. Such conditions are not intended to modify those rights or remedies in any respect. The foregoing conditions are for our benefit and may be asserted by us in good faith regardless of the circumstances giving rise to such condition or may be waived by us in whole or in part at any time and from time to time in our discretion. The failure by us at any time to exercise the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. 26 Exchange Agent We have appointed The Bank of New York as exchange agent for the exchange offer. You should direct your questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal to the exchange agent addressed as follows: By registered or certified mail, by overnight courier, or by hand: The Bank of New York 101 Barclay Street New York, New York 10286 Attention: Martha James Telephone: (212) 815-6335 Facsimile: (212) 815-4699 If you deliver to an address other than as set forth above or transmit instructions via facsimile other than as set forth above, it will not be a valid delivery. Fees and Expenses; Solicitation of Tenders We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, facsimile, telephone or in person by our officers and regular employees and our affiliates. We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer. The cash expenses to be incurred in connection with the exchange offer will be paid by us and are estimated in the aggregate to be $75,000, which includes fees and expenses of the exchange agent and the trustee under the Indenture and accounting and legal fees. We will pay all transfer taxes, if any, applicable to the exchange of the Old Notes pursuant to the exchange offer. If, however, certificates representing the New Notes or the Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered noteholders tendered, or if a transfer tax is imposed for any reason other than the exchange of the Old Notes pursuant to the exchange offer, then the tendering noteholder must pay the amount of any such transfer taxes (whether imposed on the registered holder or any other persons). If a tendering noteholder does not submit satisfactory evidence of payment of such taxes or exemption therefrom to the exchange agent, the amount of such transfer taxes will be billed directly to such tendering noteholder. We have not authorized any person to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, such information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given in this prospectus. The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) noteholders in any jurisdiction in which the making of the exchange offer or the acceptance of this prospectus would not be in compliance with the laws of such jurisdiction. Accounting Treatment We will record the New Notes at the same carrying value as the Old Notes, which is face value, as recorded in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized. The costs of the exchange offer will be expensed over the term of the New Notes. 27 Consequences of Failure to Exchange If you do not exchange your Old Notes for New Notes pursuant to the exchange offer, you will continue to be subject to the restrictions on transfer of such Old Notes as set forth in the legend on the Old Notes. In general, you may not offer to sell or sell the Old Notes, unless registered under the Securities Act of 1933, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act of 1933 and applicable state securities laws. We do not intend to register the Old Notes under the Securities Act of 1933. We believe that, based upon interpretations contained in no-action letters issued to third parties by the staff of the SEC, any noteholder may offer for resale, resell or otherwise transfer the New Notes issued pursuant to the exchange offer in exchange for the Old Notes (unless the noteholder is an "affiliate" of Federal- Mogul within the meaning of Rule 405 under the Securities Act of 1933) without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, provided that: . the noteholder acquires the New Notes in the ordinary course of its business; and . the noteholder has no arrangement with any person to participate in the distribution of such Old Notes; and . each broker-dealer that receives new Notes for its own account in exchange for Old Notes must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See "Plan of Distribution." If any noteholder (other than a broker-dealer described in the preceding sentence) has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the exchange offer, such noteholder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any resale transaction. In addition, to comply with the securities laws of certain jurisdictions, if applicable, you may not offer or sell the New Notes unless they have been registered or qualified for sale in such jurisdiction or an exemption from registration or qualification is available and is complied with. DESCRIPTION OF CERTAIN INDEBTEDNESS Senior Credit Agreement General In February 1999, we refinanced our existing credit facilities and entered into a five-year $1.75 billion senior credit facility (the "Senior Credit Agreement") consisting of a $1.0 billion revolving credit facility, a $400 million Tranche A Term Loan and a $350 million Tranche B Term Loan, each with The Chase Manhattan Bank ("Chase") as agent and a syndicate of lenders. The entire amount of the Tranche A and B Term Loans were drawn down as well as $373 million of the revolving credit facility. The proceeds were used to repay the outstanding amounts owing under a $2.75 billion floating rate senior credit facility and a $1.95 billion floating rate senior credit agreement, each of which we entered into with Chase as agent and a syndicate of lenders. The Tranche A Term Loans mature on February 24, 2004 and are to be repaid in 17 quarterly installments commencing February 24, 2000, the amount of each quarterly installment being $10 million in February 2000 through February 2001, $25 million in March 2001 through February 2003, $35 million in March 2003 through November 2003, and $45 million in February 2004. The Tranche B Term Loans mature on February 24, 2005 and are to be repaid in 21 quarterly installments commencing February 24, 2000, the amount of each installment being $1 million through February 2004, $50 million March 2004 through November 2004 and $183 million in February 2005. Under the Senior Credit Agreement, we may borrow up to an aggregate amount of $1 billion outstanding at any time in revolving credit loans, which are available for working capital, acquisitions, and general corporate purposes for a period of five years commencing February 24, 1999. Up to $125 million of the revolving credit loans may be borrowed in currencies other than U.S. dollars. 28 Indebtedness under the Senior Credit Agreement bears interest at a floating rate based upon, at our option, either: . the prime rate of Chase ("Base Rate"), plus a margin, or . the average of the offering rates of certain banks in the London interbank eurodollar market for U.S. dollar deposits ("Eurodollar Rate"), plus a margin. The applicable margins depend upon our consolidated leverage ratio: -- in the case of Base Rate loans, the applicable margin will vary between 0% and 0.375% for the revolving credit loans, 0.0% and 0.75% for Tranche A Term Loans and 1.0% for Tranche B Term Loans; and -- in the case of Eurodollar Rate loans, the applicable margin will vary between 0.75% and 1.375% for the revolving credit loans, 1.0% and 1.75% for Tranche A Term Loans and 2.0% for Tranche B Term Loans. Collateral and Guarantees Federal-Mogul, its U.S. subsidiaries and certain of its foreign subsidiaries, have pledged or are in the process of pledging 100% (or, in the case of the stock of certain foreign subsidiaries, 65%) of the capital stock of certain of its subsidiaries and certain intercompany loans to secure the term loans and revolving credit loans. Part of such collateral also secures certain of Federal-Mogul's existing public debt and certain other indebtedness, and all such collateral may be released when Federal-Mogul has obtained investment grade ratings for its debt or met a certain leverage ratio. In addition, the U.S. subsidiaries and certain of Federal-Mogul's foreign subsidiaries have guaranteed the term loans and revolving credit loans and certain other indebtedness. The stock of certain of Federal-Mogul's other subsidiaries may be pledged in the future to secure the term loans and the revolving credit loans and other indebtedness, and one or more of such other subsidiaries may also in the future guarantee such indebtedness. Certain Covenants The Senior Credit Agreement contains certain covenants that restrict or limit Federal-Mogul from taking various actions, including, subject to specified exceptions, . the granting of additional liens, . the incurrence of additional indebtedness, . the granting of additional guarantees, . mergers, acquisitions and other fundamental corporate changes, . the sale of assets, . the payment of dividends and other restricted payments, . the making of investments, . optional prepayments of certain debt and the modification of debt instruments, . entering into sale and leaseback transactions, . the imposition of restrictions on any subsidiary's ability to make payments, loans or advances to us . entering into a new debt agreement with more restrictive covenants and . transactions with affiliates. The Senior Credit Agreement also contains certain financial covenants that require us to meet and maintain certain financial tests and minimum ratios, including a minimum cash flow coverage ratio, a maximum consolidated leverage ratio and a minimum consolidated net worth test. 29 Events of Default The Senior Credit Agreement contains customary events of default, including nonpayment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties in any material respect, cross acceleration and cross default to certain other indebtedness, bankruptcy, noncompliance with certain provisions of ERISA, material judgments, failure of the collateral documents or subordination provisions, and change of control. The occurrence of any of such events could result in acceleration of our obligations under the Senior Credit Agreement and foreclosure on collateral securing the term loans and revolving credit loans. Fees We currently pay a facility fee on the used and unused portion of each lender's commitment to make revolving credit loans at the rate of 0.25% to 0.375% per annum, depending on our leverage ratio. In addition, we paid customary fees to Chase and reimbursed customary expenses in connection with the closing of the Senior Credit Agreement. Repayments and Refinancing We have the option to prepay without premium at any time the term loans and the revolving credit loans. DESCRIPTION OF THE NEW NOTES The Old Notes were and the New Notes offered hereby will be issued under an indenture (the "Indenture"), dated as of January 20, 1999 by and among Federal-Mogul, the Guarantors and The Bank of New York, as Trustee (the "Trustee"). References to the Notes include the New Notes unless the context otherwise requires. Upon the issuance of the New Notes, if any, or the effectiveness of a shelf registration statement, the Indenture will be subject to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The definitions of certain capitalized terms used in the following summary are set forth below under "Certain Definitions." For purposes of this section, references to "Federal-Mogul" include only Federal-Mogul Corporation and not its subsidiaries. On January 20, 1999, we issued $1 billion aggregate principal amount of Old Notes under the Indenture. The terms of the New Notes are identical in all material respects to the Old Notes, except for certain transfer restrictions and registration and other rights relating to the exchange of the Old Notes for New Notes. The Trustee will authenticate and deliver New Notes for original issue only in exchange for a like principal amount of Old Notes. Any Old Notes that remain outstanding after the consummation of the exchange offer, together with the New Notes, will be treated as a single class of securities under the Indenture. Accordingly, all references herein to specified percentages in aggregate principal amount of the outstanding New Notes shall be deemed to mean, at any time after the exchange offer is completed, such percentage in aggregate principal amount of the Old Notes and New Notes then outstanding. General Principal and interest on the Notes will be payable, the transfer of the Notes will be registrable, and the Notes may be exchanged or transferred, at the office or agency of Federal-Mogul maintained for such purpose. The initial office will be at the corporate trust office of the Trustee located at 101 Barclay Street, New York, New York 10286. However, at our option, payment of interest may be made by check mailed to the address of the noteholders as such address appears in the note register. If a noteholder has given wire transfer instructions to us and our paying agent prior to the applicable record date for such payment we will make payments with respect to the Notes by wire transfer of immediately available funds to the account specified by such a noteholder. No service charge will be made for any registration of transfer or exchange of Notes, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. 30 The Notes will be issued in fully registered form without interest coupons, in denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Notes will be represented by one or more registered notes in global form and in certain circumstances may be represented by Notes in definitive form. For more information, we refer you to "Book Entry; Delivery and Form." The 7 3/8% Notes and the 7 1/2% Notes are each referred to herein as a "series" of Notes. Certain Terms of the 7 3/8% Notes The 7 3/8% Notes will be senior obligations of Federal-Mogul and limited to $400,000,000 aggregate principal amount. The 7 3/8% Notes will mature on January 15, 2006. The 7 3/8% Notes will not be entitled to the benefit of any sinking fund. The 7 3/8% Notes will bear interest at a rate of 7 3/8% from the date of original issuance, payable on January 15 and July 15 of each year, commencing January 15, 2000. We will make interest payments to the persons in whose name the 7 3/8% Notes are registered on the preceding January 1 and July 1, respectively. Interest will be computed on the basis of a 360-day year comprised of twelve 30 day months. Certain Terms of the 7 1/2% Notes The 7 1/2% Notes will be senior obligations of Federal-Mogul and limited to $600,000,000 aggregate principal amount. The 7 1/2% Notes will mature on January 15, 2009. The 7 1/2% Notes will not be entitled to the benefit of any sinking fund. The 7 1/2% Notes will bear interest at a rate of 7 1/2% from the date of original issuance, payable on January 15 and July 15 of each year, commencing January 15, 2000. We will make interest payments to the persons in whose name the 7 1/2% Notes are registered on the preceding January 1 and July 1, respectively. Interest will be computed on the basis of a 360-day year comprised of twelve 30 day months. Optional Redemption We may at our option redeem all or part of the Notes on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of Notes. The redemption price will equal the greater of: . 100% of the principal amount of the Notes of such series to be redeemed; or . the sum of the present values of the Remaining Scheduled Payments for each series of the Notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis points plus, in each case, accrued interest thereon to the date of redemption. "Treasury Rate" means an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The semiannual equivalent yield to maturity will be computed as of the second business day immediately preceding such redemption date. "Comparable Treasury Issue" means the fixed rate United States Treasury security selected by an Independent Investment Banker as having a maturity most comparable to the remaining term of the 7 3/8% Notes or the 7 1/2% Notes as the case may be (and which is not callable prior to maturity) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practices, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company. 31 "Comparable Treasury Price" means: (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities"; or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest or lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third business day preceding such redemption date. "Reference Treasury Dealer" means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated and NationsBanc Montgomery Securities LLC, and their respective successors. If any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will appoint in its place another nationally recognized investment banking firm that is a Primary Treasury Dealer. "Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date if such Note were not redeemed. However, if such redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date. On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption. On or before the redemption date, we will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the 7 3/8% Notes or the 7 1/2% Notes, as the case may be, are to be redeemed, the Trustee will select the Notes to be redeemed by a method determined by the Trustee to be fair and appropriate. Ranking The Notes will rank equally with other existing and future unsubordinated, unsecured indebtedness of Federal-Mogul. The Notes will rank senior in right of payment to any future subordinated indebtedness of Federal-Mogul. However, so long as any indebtedness under the Senior Credit Agreement (or any other credit agreement renewing, refunding, replacing, restating, refinancing or extending the Senior Credit Agreement) is secured by shares of capital stock or evidences of indebtedness of any Restricted Subsidiary (as defined below), the Notes will also be secured by such collateral. The Notes benefit from the same collateral provisions as those applicable to the $1 billion principal amount of notes of Federal-Mogul issued in June 1998. Indebtedness incurred under the Senior Credit Agreement and certain other indebtedness of Federal-Mogul are currently secured by pledges of shares of capital stock of Restricted Subsidiaries as well as by security interests in other collateral. The Notes will thus be currently secured by such pledges. The Notes will not have 32 the benefit of such other collateral. The Indenture does not contain any restriction upon indebtedness, whether secured or unsecured, that we and our subsidiaries may incur in the future. Federal-Mogul's creditors that are secured by collateral which does not secure the Notes will have a claim on such other collateral prior to any claims of holders of the Notes against such other collateral. In the event Indebtedness incurred under the Senior Credit Agreement (or substitute credit agreement described in the prior paragraph) ceases for any reason to be secured by the collateral securing the Notes (including at any time Federal-Mogul has obtained investment grade ratings for its debt or met a certain leverage ratio), the Notes will also no longer be secured by such collateral, whether or not Indebtedness incurred under the Senior Credit Agreement or other Indebtedness is secured by any other collateral. In such circumstance, the Notes will no longer be secured whether or not a Default (as defined) or Event of Default (as defined) is then outstanding for any reason. As of March 31, 1999, the total amount of indebtedness secured by pledges of capital stock of Restricted Subsidiaries, which will also secure the Notes, is $3.342 billion. Of this amount, the total amount of Federal-Mogul's indebtedness secured by collateral that will not secure the Notes is $1.087 billion. The Guarantees Our subsidiaries that have guaranteed indebtedness under the Senior Credit Agreement will unconditionally guarantee on a joint and several basis all of our obligations under the Indenture and the Notes. Each of the Guarantees shall be a guarantee of payment and not of collection. The obligations of each subsidiary guarantor under its guarantee (each a "Guarantee") are limited to the maximum amount which can be guaranteed by such subsidiary guarantor without resulting in the obligations of such subsidiary guarantor constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Despite this limitation, there is a risk that the Guarantees will involve a fraudulent conveyance or transfer, and thus will be unenforceable. The subsidiary guarantors will consist of the following subsidiaries: . Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc., Federal- Mogul U.K. Holdings Inc., F-M UK Holdings Limited, Carter Automotive Company, Inc., Federal Mogul Venture Corporation, Federal-Mogul World Wide, Inc., Federal-Mogul Global Properties, Inc., Felt Products Mfg. Co., Federal-Mogul Ignition Company, Federal-Mogul Products, Inc. and Federal-Mogul Aviation, Inc. (collectively, the "Guarantors"). Each subsidiary that becomes a guarantor under the Senior Credit Agreement (or any other credit agreement renewing, refunding, replacing, restating, refinancing or extending the Senior Credit Agreement), after the date of the Indenture will become a Guarantor. If a subsidiary that is a Guarantor ceases to be a guarantor under the Senior Credit Agreement (or substitute credit agreement described in the prior sentence), such subsidiary will also cease to be a Guarantor of the Notes, whether or not a Default or Event of Default is then outstanding. A subsidiary may cease to be a Guarantor upon sale or other disposal of such subsidiary or otherwise. Federal-Mogul is not restricted from selling or otherwise disposing of any of the Guarantors. In addition to guaranteeing all indebtedness under the Senior Credit Agreement, each Guarantor has also guaranteed certain other indebtedness, including our $250,000,000 7 1/2% Notes due July 1, 2004, $400,000,000 7 3/4% Notes due July 1, 2006, $350,000,000 7 7/8% Notes due July 1, 2010, $125,000,000 8.8% Senior Notes due 2007 and $125,000,000 aggregate principal amount of Medium-Term Notes. Certain guarantors of the indebtedness issued under the Senior Credit Agreement have secured the Senior Credit Agreement guarantees by pledges of capital stock of their own subsidiaries; some, but not all, of such pledges may also secure the Notes. If the Notes are defeased in accordance with the terms of the Indenture, then the Guarantors will be released and discharged of their obligations under the Guarantees. 33 Certain Covenants The covenants summarized below will be applicable to the Notes. Limitation on Liens. The Indenture restricts Federal-Mogul's and its Restricted Subsidiaries' ability to create or assume, any notes, bonds, debentures or other similar evidences of Indebtedness secured by any mortgage, pledge, security interest or lien (any such mortgage, pledge, security interest or lien being referred to herein as a "Mortgage" or "Mortgages") of or upon certain assets. If a Mortgage is created or assumed by Federal-Mogul or any Restricted Subsidiary of or upon any Principal Property owned by Federal-Mogul or by any Restricted Subsidiary or on shares of capital stock or evidence of Indebtedness of any Restricted Subsidiary, then as long as such Indebtedness is secured by the Mortgage, Federal-Mogul will cause all Notes (together with, at our election, any other Indebtedness) to be secured by such a Mortgage equally and ratably with (or prior to) any and all other Indebtedness thereby secured. The foregoing will not apply to any of the following: . Mortgages on any Principal Property, shares of stock or Indebtedness of any corporation existing at the time such corporation becomes a Subsidiary; . Mortgages on any Principal Property, shares of stock or Indebtedness acquired, constructed or improved by Federal-Mogul or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to or at the time of such acquisition, construction or improvement or within 365 days after the acquisition, completion of construction or improvement or commencement of commercial operation of such property, to secure or provide for the payment of all or any part of the purchase price or the cost of such construction or improvement thereof; . Mortgages on any Principal Property, shares of stock or Indebtedness existing at the time of acquisition thereof (including acquisition through merger or consolidation); . Mortgages on any Principal Property or shares of stock or Indebtedness acquired from a corporation which is merged with or into Federal-Mogul or a Restricted Subsidiary; . Mortgages on any Principal Property, shares of stock or Indebtedness to secure Indebtedness to Federal-Mogul or to a Restricted Subsidiary; . Mortgages on any Principal Property, shares of stock or Indebtedness in favor of the United States of America or any State thereof or The Commonwealth of Puerto Rico, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or The Commonwealth of Puerto Rico, to secure partial, progress, advance or other payments, or to secure any Indebtedness incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving any Principal Property, shares of stock or Indebtedness subject to such Mortgages (including Mortgages incurred in connection with pollution control, industrial revenue, Title XI maritime financings or similar financings), or other Mortgages in connection with the issuance of tax-exempt industrial revenue bonds; . Mortgages existing as of the date of the Indenture; . Mortgages for taxes, assessments or other government charges, the validity of which is being contested in good faith by appropriate proceedings and materialmen's, mechanics' and other like Mortgages, or deposits to obtain the release of such Mortgages; . Mortgages created or deposits made to secure the payment of workers' compensation claims or the performance of, or in connection with, tenders, bids, leases, public or statutory obligations, surety and appeal bonds, contracts, performance and return-of-money bonds or to secure (or in lieu of) surety or appeal bonds and Mortgages made in the ordinary course of business for similar purposes; and . any extension, renewal or replacement of any Mortgage referred to in the foregoing nine bullets above. However, such extension, renewal or replacement shall be limited to the property, shares of stock or Indebtedness which secured the Mortgage so extended, renewed or replaced (plus improvements on such property). 34 Federal-Mogul or any Restricted Subsidiary may create or assume Mortgages in addition to those permitted above, and renew, extend or create such Mortgages, provided, that at the time of such creation, assumption, renewal or replacement, and after giving effect thereto, the aggregate amount of all Indebtedness so secured by a Mortgage (without regard to Indebtedness permitted in the ten bullets above), plus all Attributable Debt of Federal-Mogul and its Restricted Subsidiaries in respect of Sale and Lease-Back Transactions (as hereinafter defined) which would not be permitted by either of the first two bullets of the first paragraph under "--Limitation on Sale and Lease-Back Transactions," does not exceed 20% of Consolidated Assets. Limitation on Sale and Lease-Back Transactions. Federal-Mogul will not, nor will it permit any Restricted Subsidiary to lease any Principal Property owned by Federal-Mogul or such Restricted Subsidiary (except for leases for a term of not more than three years), which has been or is to be sold or transferred by Federal-Mogul or such Restricted Subsidiary on the security of such Principal Property more than 365 days after the acquisition thereof or the completion of construction and commencement of full operation thereof (a "Sale and Lease-Back Transaction"), unless either: . Federal-Mogul or such Restricted Subsidiary would be entitled pursuant to the limitation on liens covenant described above to incur Indebtedness secured by a Mortgage on the Principal Property to be leased back equal in amount to the Attributable Debt with respect to such Sale and Lease- Back Transaction without equally and ratably securing the Notes; or . Federal-Mogul applies an amount equal to the greater of the net proceeds or the fair value (as determined by our Board of Directors) of the property so sold to the purchase of Principal Property or to the retirement (other than any mandatory retirement), within 365 days of the effective date of any such Sale and Lease-Back Transaction, of Notes or other Funded Indebtedness. Any such retirement of Notes shall be made in accordance with the Indenture. The amount to be applied to such retirement of Notes or other Funded Indebtedness shall be reduced by an amount equal to the sum of: -- an amount equal to the principal amount of any Notes delivered within 365 days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation, and -- the principal amount of other Funded Indebtedness voluntarily retired by Federal-Mogul within such 365-day period, excluding, in each case, retirements pursuant to mandatory sinking fund or prepayment provisions and payments at Maturity. Federal-Mogul or any Restricted Subsidiary may enter into Sale and Lease- Back Transactions in addition to any permitted by the immediately preceding paragraph and without any obligation to retire any Notes or other Indebtedness if at the time of entering into such Sale and Lease-Back Transaction and after giving effect thereto, Attributable Debt resulting from such Sale and Lease- Back Transaction, plus the aggregate amount of all Indebtedness secured by a Mortgage (not including Indebtedness excluded as provided in the first ten bullets above under "--Limitation on Liens"), does not exceed 20% of Consolidated Assets. Certain Definitions "Attributable Debt," when used in connection with a Sale and Lease-Back Transaction, shall mean, as of any particular time, the lesser of: . the fair value (as determined by the Board of Directors) of the property subject to such arrangement; and . the then present value (computed by discounting at the Composite Rate) of the obligation of a lessee for net rental payments during the remaining term of any lease in respect of such property (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The terms "net rental payments" under any lease for any period means the sum of the rental payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account 35 of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. "Consolidated Assets" means Federal Mogul's assets, determined in accordance with GAAP and consolidated for financial reporting purposes in accordance with GAAP, such assets to be valued at book value. "Funded Indebtedness" means all of Federal-Mogul's Indebtedness and the Indebtedness of its Restricted Subsidiaries maturing by its terms more than one year after, or which is renewable or extendable at our option for a period ending more than one year after, the date as of which Funded Indebtedness is being determined. "GAAP" means such accounting principles as are generally accepted in the United States at the date of the Indenture. "Indebtedness" means, without duplication: . all obligations in respect of borrowed money or for the deferred purchase or acquisition price of property (including all types of real, personal, tangible, intangible or mixed property) or services (excluding trade accounts payable, deferred taxes and accrued liabilities which arise in the ordinary course of business) which are, in accordance with GAAP, includible as a liability on a balance sheet consolidated for financial reporting purposes in accordance with GAAP; . all amounts representing the capitalization of rental obligations in accordance with GAAP; and . all Contingent Obligations with respect to the foregoing. For purposes of the third bullet above, "Contingent Obligation" means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent: -- to purchase any such primary obligation or any property constituting direct or indirect security therefor; -- to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; -- to purchase property, securities or services primarily for the purpose of assuring the beneficiary of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or -- otherwise to assure or hold harmless the beneficiary of such primary obligation against loss in respect thereof; provided, however, that the term "Contingent Obligation" shall not include the endorsement of instruments for deposit or collection in the ordinary course of business. The term "Contingent Obligation" shall also include the liability of a general partner in respect of the primary obligations of a partnership in which it is a general partner. The amount of any Contingent Obligation of a Person shall be deemed to be an amount equal to the principal amount of the primary obligation in respect to which such Contingent Obligation is made. "Principal Property" means the principal manufacturing facilities owned by Federal-Mogul or a Restricted Subsidiary located in the United States, except such as the Board of Directors, in its good faith opinion, reasonably determines is not significant to the business, financial condition and earnings of Federal-Mogul and its consolidated Subsidiaries taken as a whole, as evidenced by a Board resolution, and except for: 36 . any and all personal property including, without limitation, (a) motor vehicles and other rolling stock, and (b) office furnishings and equipment and information and electronic data processing equipment; . any property financed through obligations issued by a state, territory or possession of the United States, or any political subdivision or instrumentality of the foregoing; or . any real property held for development or sale. "Restricted Subsidiary" means any consolidated Subsidiary that owns any Principal Property. "Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by Federal-Mogul or by one or more other Subsidiaries, or by Federal-Mogul and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. Defeasance and Covenant Defeasance Federal-Mogul may elect either: . to defease and be discharged from any and all obligations with respect to the Notes of any series ("defeasance"); or . to be released from its obligations with respect to the restrictive covenants described herein under "--Certain Covenants" with respect to the Notes of any series ("covenant defeasance"). In order to exercise either defeasance or covenant defeasance: -- Federal-Mogul must deposit with the Trustee (or other qualifying trustee), in trust, 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 Notes to Maturity or redemption; -- Federal-Mogul must deliver to the Trustee an opinion of counsel to the effect that the holders of such Notes 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 the first bullet above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the relevant Indenture. Federal-Mogul may exercise its defeasance option with respect to such Notes notwithstanding its prior exercise of its covenant defeasance option. If Federal-Mogul exercises its defeasance option, payment of such Notes may not be accelerated because of an Event of Default. If Federal-Mogul exercises its covenant defeasance option, payment of such Notes 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 Notes, since 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. Payment, Registration, Transfer and Exchange Payments in respect of the Notes will be made at the office or agency maintained by us for that purpose as we may designate from time to time. However, at our option, interest payments on Notes may be made by check mailed to the address of the person entitled thereto as specified in the note register. If a holder of Notes 37 has given wire transfer instructions to us and our paying agent prior to the applicable record date for such payment, we will make payments with respect to the Notes by wire transfer of funds to the account specified by such a noteholder. Payment of any installment of interest will be made to the person in whose name such Note is registered at the close of business on the regular record date for such interest. The Notes will be transferable or exchangeable at the agency maintained by us for such purpose as designated by us from time to time. Notes may be transferred or exchanged without service charge, other than any tax or other governmental charge imposed in connection therewith. Consolidation, Merger or Sale by Federal-Mogul Federal-Mogul shall not consolidate with or merge into any other corporation or transfer or lease all or substantially all of its assets, unless: . 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; . the corporation formed by such consolidation or into which Federal-Mogul is merged or which acquires its assets expressly assumes all of the obligations of Federal-Mogul under the Indenture; . immediately after giving effect to such transaction, no Default or Event of Default exists; and . if, as a result of such transaction, Federal-Mogul's properties or assets would become subject to an encumbrance which would not be permitted by the terms of the Notes, Federal-Mogul or the successor corporation shall take such steps as are necessary to secure such Notes 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 the Indenture. Events of Default, Notice and Certain Rights on Default If an Event of Default occurs with respect to the Notes of any series and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of all of the outstanding Notes of such series, by written notice to us (and to the Trustee, if notice is given by such holders of Notes), may declare the principal of, and accrued interest, if any, on all the Notes of such series to be due and payable. Events of Default with respect to the Notes of each series are defined in the Indenture as being: . default for 30 days in payment of any interest on any Note of such series when due and payable; . default in payment of principal, or premium, if any, at maturity or on redemption or otherwise of any Notes of such series when due; . default for 60 days after notice to us by the Trustee, or to us and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding, in the performance of any covenant with respect to the Notes of such series; . 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 us by the Trustee or to us and the Trustee by the holders of 25% in aggregate principal amount of the Notes 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 38 . certain events of bankruptcy, insolvency or reorganization of Federal- Mogul. The definition of "Event of Default" in the 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. The Trustee will, within 90 days after the occurrence of a Default with respect to the Notes of any series, give to the holders of the Notes of such series notice of all Defaults known to it unless such Default shall have been cured or waived. However, the Trustee may withhold the notice (except in the case of a Default in payment on the Notes of such series) if and so long as it determines in good faith that withholding such notice is in the interests of the holders of the Notes of such series. "Default" means any event which is, or after notice or passage of time or both, would be, an Event of Default. The holders of a majority in aggregate principal amount of the Notes of each series affected (with each 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, or exercising any trust or power conferred on such Trustee. We will file annually with the Trustee a certificate as to our compliance with all conditions and covenants of such Indenture. The holders of a majority in aggregate principal amount of Notes of any series then outstanding, by notice to the Trustee may waive, on behalf of the holders of all Notes of such series, any past Default or Event of Default with respect to such series and its consequences except (i) a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on any Note of such series, or (ii) an Event of Default resulting from the breach of a covenant or provision of the Indenture which, pursuant to the Indenture, cannot be amended or modified without the consent of the holder of each outstanding Note of such series. Modification of the Indentures The Indenture may be modified without the consent of the holders of any of the Notes in order: . to evidence the succession of another corporation to Federal-Mogul and the assumption of the covenants and its obligations by a successor to Federal-Mogul; . to add to Federal-Mogul's covenants or to surrender any of its rights or powers; . to add additional Events of Default with respect to any series of the Notes; . to add, change or eliminate any provision affecting only Notes not yet issued; . to secure the Notes; . to establish the form or terms of Notes; . to evidence and provide for successor Trustees; . if allowed without penalty under applicable laws and regulations, to permit payment in respect of Notes in bearer form in the United States; . 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 Notes affected thereby; . to cure any ambiguity or correct any mistake; . to add a Guarantor, or remove a Guarantor in respect of any series which, in accordance with the terms of the Indenture, is no longer liable on its Guarantee; or 39 . to provide for the issuance of the exchange securities of any series. The Indenture also may be modified, with the consent of the holders of a majority in aggregate principal amount of the outstanding Notes of any series affected thereby (with Notes of each series voting as a class), except that, without the consent of the holder of each Note affected thereby, no such supplemental indenture may: . change the time for payment of principal or premium, if any, or interest, if any, on any Note; . reduce the principal of, or the rate of interest, or premium, if any, on any Note, or change the manner in which the amount of any of the foregoing is determined; . reduce the amount of premium, if any, payable upon the redemption of any Note; . impair the right to institute suit for the enforcement of any payment on or with respect to any Note; . reduce the percentage in principal amount of the outstanding Notes 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; . change our obligation to maintain an office or agency in the places and for the purposes specified in such Indenture; or . modify the provisions relating to waiver of certain defaults or any of the foregoing provisions. The Trustee We may maintain banking and other commercial relationships with the Trustee. Governing Law The Notes and the Indenture will be governed by and construed in accordance with the laws of the State of New York. BOOK-ENTRY; DELIVERY AND FORM Except as described below under "--Certificated Notes", the New Notes issued in exchange for the Old Notes currently represented by one or more fully registered global notes will be represented by one or more permanent global certificates in definitive, fully registered form (the "Global Notes"). The Global Notes will be deposited upon issuance with, or on behalf of, The Depository Trust Company ("DTC"). The Old Notes were offered and sold solely (i) to "qualified institutional buyers," as defined in Rule 144A under the Securities Act ("QIBs"), pursuant to Rule 144A (ii) in offshore transactions to persons other than "U.S. persons," as defined in Regulation S under the Securities Act ("Non-U.S. Persons"), in reliance on Regulation S and (iii) to institutional "accredited investors," as defined in Rule 501 (a)(1), (2), (3) and (7) under the Securities Act of 1933 ("Institutional Accredited Investors"), that were not QIBs. The Old Global Notes Rule 144A Global Notes. The Old Notes offered and sold to QIBs pursuant to Rule 144A were issued in the form of one global note, without interest coupons (each, a "Rule 144A Global Note"). The Rule 144A Global Note of each series were deposited on the date of the closing of the sale of the Old Notes with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC. The Rule 144A Global Note remains in the custody of the Trustee pursuant to the Balance Certificate Agreement between DTC and the Trustee. 40 Regulation S Global Notes. The Old Notes offered and sold in offshore transactions to Non-U.S. Persons in reliance on Regulation S were issued in the form of a global note without interest coupons (each, a "Regulation S Temporary Global Note"). Beneficial interests in the Regulation S Temporary Global Note for each series are exchanged for beneficial interests in a corresponding permanent global note (each, a "Regulation S Permanent Global Note" and together with the Regulation S Temporary Global Note, the "Regulation S Global Notes" for such series) (i) within a reasonable period after the 40th day after the later of the commencement of the offering of the Old Notes and the closing date of the offering of the Old Notes and (ii) upon certification that the beneficial interests in the Regulation S Temporary Global Note are owned by either Non-U.S. Persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act of 1933. Each Regulation S Global Note was deposited upon issuance with a custodian for DTC in the manner described in the preceding paragraph for credit to the respective accounts of the purchasers at Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the Euroclear System ("Euroclear"), or Cedel Bank, societe anonyme ("Cedel"). Investors may hold their interests in each Regulation S Global Note directly through Euroclear or Cedel, if they are participants in such systems, indirectly through organizations that are participants in such systems or through organizations other than Euroclear or Cedel that are participants in the DTC system. Euroclear and Cedel will hold such interests in the Regulation S Global Note on behalf of their participants through customers' securities accounts in their respective names on the books of the respective depositaries. Such depositaries, in turn, will hold such interests in the Regulation S Global Note in customers' securities accounts in the depositaries' names on the books of DTC. The New Global Notes Except as set forth below, the Global Notes may be transferred, in whole and not in part, solely to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in physical, certificated form except in the limited circumstances described below. The New Notes will be freely transferrable and will not bear a restrictive legend. All interests in the Global Notes, including those held through Euroclear or Cedel, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Cedel may also be subject to the procedures and requirements of such systems. Certain Book-Entry Procedures for the Global Notes The descriptions of the operations and procedures of DTC, Euroclear and Cedel set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither Federal-Mogul, nor any initial purchaser takes any responsibility for these operations, and you are urged to contact the relevant system or its participants directly to discuss these matters. DTC DTC has advised us that it is: . a limited purpose trust company organized under the laws of the State of New York, . a "banking organization" within the meaning of the New York Banking Law, . a member of the Federal Reserve System, . a "clearing corporation" within the meaning of the Uniform Commercial Code, as amended, and . a "clearing agency" registered pursuant to Section 17A of the Exchange Act. 41 DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes in the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC's participants include securities brokers and dealers (including the initial purchasers of the Old Notes), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the "Indirect Participants") that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or Indirect Participants. Cedel Cedel advises that it is incorporated under the laws of Luxembourg as a professional depositary. Cedel holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between Cedel participants through electronic book-entry changes in accounts of Cedel participants, thereby eliminating the need for physical movement of certificates. Cedel provides to Cedel participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Cedel interfaces with domestic markets in several countries. As a professional depositary, Cedel is subject to regulation by the Luxembourg Monetary Institute. Cedel participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the initial purchasers. Indirect access to Cedel is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Cedel participant either directly or indirectly. Euroclear Euroclear advises that it was created to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk for lack of simultaneous transfers of securities and cash. Euroclear includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under contract with Euro-clear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the initial purchasers of the Old Notes. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bank of the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the Federal Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission. Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of the Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants. 42 Book-Entry System We expect that pursuant to procedures established by DTC; . upon deposit of each Global Note, DTC will credit the accounts of DTC participants designated by the initial purchasers with an interest in the Global Note; and . ownership of the Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of DTC participants) and the records of DTC participants and the Indirect Participants (with respect to the interests of persons other than DTC participants). The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. The ability to transfer interests in the Notes represented by a Global Note to such persons may be limited. In addition, because DTC can act only on behalf of DTC participants, the ability of a person having an interest in Notes represented by a Global Note to pledge or transfer such interest to persons or entities that do not participate in DTC's system may be affected by the lack of a physical definitive security in respect of such interest. So long as DTC or its nominee is the registered owner of a Global Note, DTC or such nominee will be considered the sole record owner or holder of the Notes represented by the Global Note for all purposes under the Indenture and the Notes. Except as provided below, owners of beneficial interests in a Global Note: . will not be entitled to have Notes represented by such Global Note registered in their names; . will not be entitled to receive physical delivery of certificated notes; and . will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder. Each holder owning a beneficial interest in a Global Note must rely on the procedures of DTC and on the procedures of the DTC participants to exercise any rights of a holder of Notes. Under current industry practice, in the event that Federal-Mogul requests any action of holders of Notes, or in the event that an owner of a beneficial interest in a Global Note desires to take any action that DTC, as holder of such Global Note, is entitled to take, DTC would authorize the DTC participants to take such action and the DTC participants would authorize holders owning through such DTC participants to take such action or would otherwise act upon the instruction of such holders. Neither Federal-Mogul nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of Notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such Notes. Payments with respect to the principal of, and premium, if any, and interest on any Notes represented by a Global Note registered in the name of DTC or its nominee on the applicable record date will be payable by the Trustee to or at the direction of DTC or its nominee, in its capacity as the registered holder of the Global Note representing such Notes. Federal-Mogul and the Trustee may treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither Federal- Mogul nor the Trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a Global Note (including principal, premium, if any, and interest). Federal-Mogul expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, and interest in respect of the Global Notes will credit DTC participants' accounts with payments in amounts proportionate to their respective beneficial ownership interests in the principal amount of such Global Note, as shown on the records of DTC or its nominee. We also expect that payments by the DTC participants and the Indirect Participants to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of DTC participants or the Indirect Participants and DTC. 43 Transfers between DTC participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds. Transfers between Euroclear participants or Cedel participants will be effected in the ordinary way in accordance with their respective rules and operating procedures. Subject to compliance with the transfer restrictions applicable to the Old Notes, cross-market transfers between the DTC participants, on the one hand, and Euroclear participants or Cedel participants, on the other hand, will be effected through DTC in accordance with the DTC's rules on behalf of Euroclear or Cedel, as the case may be, by its respective depositary. However, such cross-market transactions will require delivery of instructions to Euroclear or Cedel by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Cedel will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Cedel participants may not deliver instructions directly to the depositaries for Euroclear or Cedel. Because of time zone differences, the securities account of a Euroclear participant or Cedel participant in an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear participant or Cedel participant, during the securities settlement processing day (which must be a business day for Euroclear and Cedel) immediately following the DTC settlement date. Cash received in Euroclear or Cedel as a result of sales of interest in a Global security by or through a Euroclear participant or Cedel participant to a DTC participant will be received for value on the settlement date of DTC but will be available in the relevant Euroclear or Cedel cash account only as of the business day for Euroclear or Cedel following DTC's settlement date. DTC has advised us that DTC will take any action permitted to be taken by a holder of Notes (including the presentation of Notes for exchange as described below) only at the direction of one or more DTC participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of Notes as to which such DTC participant or DTC participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global Notes for certificated notes. Although DTC, Euroclear and Cedel have agreed to the foregoing procedures to facilitate transfers of interests in the in the Global Notes among participants in DTC, Euroclear and Cedel, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither Federal-Mogul nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Cedel or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Certificated Notes If: . we notify the Trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as a clearing agency under the Exchange Act of 1934 and a depositary is not appointed within 90 days of such notice or cessation; . we at our option notify the Trustee in writing that we elect to cause the issuance of Notes of any series in definitive form under the Indenture; or . upon the occurrence of certain other events as provided in the Indenture; then, upon surrender by DTC of the Global Notes of any series, certificated notes will be issued to each person that DTC identifies as the beneficial owner of the Notes represented by the Global Notes of such series. Upon any issuance, the Trustee is required to register such certificated notes in the name of such person or persons and cause the same to be delivered thereto. 44 New Notes issued in exchange for Old Notes that were originally purchased by or transferred to Institutional Accredited Investors who are not QIBs will be in registered form without interest coupons. Upon the transfer to a QIB or Non- U.S. Person, such certificated notes will, unless the Global Notes have been previously exchanged for certificated notes, be exchanged for an interest in the Global Note representing the principal amount of Notes being transferred. Neither we nor the Trustee shall be liable for any delay by DTC or any DTC participant or Indirect Participant in identifying the beneficial owners of the related Notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Notes to be issued). MATERIAL FEDERAL TAX CONSIDERATIONS The following is a summary of the material United States federal income tax consequences from the exchange offer and from the ownership of the New Notes. It deals only with New Notes held as capital assets and not with special classes of noteholders, such as dealers in securities or currencies, life insurance companies, tax exempt entities, and persons that hold a New Note in connection with an arrangement that completely or partially hedges the New Note. Further, the discussion does not address all aspects of taxation that might be relevant to particular noteholders in light of their individual circumstances. The discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), and regulations, rulings and judicial decisions thereunder as of the date hereof. Such authorities may be repealed, revoked or modified so as to produce federal income tax consequences different from those discussed below. Except as the context otherwise requires, reference in this section to the Notes shall apply to both the Old Notes and the New Notes. For purposes of the following discussion, a "United States Holder" means a beneficial owner of a Note who or which is, for United States federal income tax purposes: (1) a citizen or resident of the United States; (2) a partnership, corporation or other entity created or organized in or under the law of the United States or of any State of the United States; (3) an estate, the income of which is subject to United States federal income tax regardless of its source; (4) a trust classified as a United States person for United States federal income tax purposes. A "United States Alien Holder" is a beneficial owner of a Note that, for United States federal income tax purposes, is not a United States Holder. Noteholders tendering their Old Notes or prospective purchasers of New Notes should consult their own tax advisors concerning the United States federal income tax and any state or local income or franchise tax consequences in their particular situations and any consequences under the laws of any other taxing jurisdiction. Exchange of Old Notes for New Notes The exchange of Old Notes for New Notes pursuant to the exchange offer will not be treated as an "exchange" for United States federal income tax purposes because the New Notes will not be considered to differ materially in kind or extent from the Old Notes. Rather, the New Notes received by a noteholder will be treated as a continuation of the Old Notes in the hands of such noteholders. The adjusted basis and holding period of the New Notes for any noteholder will be the same as the adjusted basis and holding period of the Old Notes. Similarly, there will be no United States federal income tax consequences to a holder of Old Notes that does not participate in the exchange offer. Payments of Interest Payments of stated interest on a New Note generally will be taxable to a United States Holder as ordinary interest income at the time it is received or accrued, depending on the United States Holder's method of accounting for tax purposes. 45 Sale, Exchange, Redemption or Retirement Upon the sale, exchange, redemption or retirement of a Note, a United States Holder will recognize taxable gain or loss equal to the difference between the amount realized on such sale, exchange, redemption or retirement (not including any amount attributable to accrued but unpaid interest not previously included in gross income) and such Holder's adjusted tax basis in the Note. To the extent attributable to accrued but unpaid interest not previously included in gross income, the amount recognized by the United States Holder will be treated as a payment of interest. See "--Payments of Interest" above. Gain or loss recognized on the sale, exchange, redemption or retirement generally will be capital gain or loss. The deductibility of capital losses is subject to limitations. Market Discount and Premium United States Holders that did not acquire their interest in the New Notes pursuant to an acquisition of Old Notes on their original issue at their original offering price or pursuant to an exchange of such Old Notes for New Notes pursuant to the exchange offer may be considered to have acquired their New Notes with market discount or amortizable bond premium as such terms are defined for United States federal income tax purposes. Such Holders should consult their tax advisors as to the federal income tax consequences of the market discount and premium rules of the Code. Tax Consequences to United States Alien Holders Under present United States federal income tax law, and subject to the discussion below concerning backup withholding: (a) payments of principal and interest on a Note by us or any paying agent to a United States Alien Holder will not be subject to withholding of United States federal income tax, provided that, in the case of interest, (i) such Holder does not own, actually or constructively, 10 percent or more of the total combined voting power of all classes of our stock entitled to vote, (ii) such Holder is not, for United States federal income tax purposes, a controlled foreign corporation related, directly or indirectly, to us through stock ownership, (iii) such Holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, and (iv) the certification requirements under Section 871(h) or Section 881(c) of the Code and Treasury Regulations thereunder (summarized below) are met; and (b) a United States Alien Holder of a Note will not be subject to United States federal income tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of such Note, unless (i) such Holder is a non-resident alien individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain conditions are met or (ii) such gain is effectively connected with the conduct by such Holder of a trade or business in the United States. Sections 871(h) and 881(c) of the Code and United States Treasury Regulations thereunder require that, in order to obtain the exemption from withholding tax described in paragraph (a) above, either (A) the beneficial owner of a Note must certify, under penalties of perjury, to us or our paying agent, as the case may be, that such owner is a United States Alien Holder and must provide such owner's name and address, or (B) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "Financial Institution") and holds the Note on behalf of the beneficial owner thereof must certify, under penalties of perjury, to us or our paying agent, as the case may be, that such certificate has been received from the beneficial owner by it or by a Financial Institution between it and the beneficial owner and must furnish the payor with a copy thereof. A certificate described in this paragraph is effective only with respect to payments of interest made to the certifying United States Alien Holder after issuance of the certificate in the calendar year of its issuance and the two immediately succeeding calendar years. Under temporary United States Treasury Regulations, the foregoing certification may be provided by the beneficial owner of a Note on Internal Revenue Service Form W-8. 46 On October 14, 1997, the Internal Revenue Service published in the Federal Register final regulations (the "1997 Final Regulations"), which affect the United States taxation of United States Alien Holders. The 1997 Final Regulations are currently expected to be effective for payments after December 31, 2000, regardless of the issue date of the instrument with respect to which such payments are made, subject to certain transition rules. The discussion under this heading and under "Backup Withholding and Information Reporting," below, is not intended to be a complete discussion of the provisions of the 1997 Final Regulations, and Holders are urged to consult their tax advisors concerning the tax consequences of their acquiring, holding and disposing of the Notes in light of the 1997 Final Regulations. The 1997 Final Regulations provide documentation procedures designed to simplify compliance by withholding agents. The 1997 Final Regulations generally do not affect the documentation rules described above, but add other certification options. Under one such option, a withholding agent will be allowed to rely on an intermediary withholding certificate furnished by a "qualified intermediary" (as defined below) on behalf of one or more beneficial owners (or other intermediaries) without having to obtain the beneficial owner certificate described above. "Qualified intermediaries" include: (i) foreign financial institutions or foreign clearing organizations (other than a United States branch or United States office of such institution or organization) or (ii) foreign branches or offices of United States financial institutions or foreign branches or offices of United States clearing organizations, which, as to both (i) and (ii), have entered into withholding agreements with the Internal Revenue Service. In addition to certain other requirements, qualified intermediaries must obtain withholding certificates, such as revised Internal Revenue Service Form W-8 (see below), from each beneficial owner. Under another option, an authorized foreign agent of a United States withholding agent will be permitted to act on behalf of the United States withholding agent, provided certain conditions are met. For purposes of the certification requirements, the 1997 Final Regulations generally treat, as the beneficial owners of payments on a debt instrument, those persons that, under United States tax principles, are the taxpayers with respect to such payments, rather than persons such as nominees or agents legally entitled to such payments. In the case of payments to an entity classified as a foreign partnership under United States tax principles, the partners, rather than the partnership, generally will be required to provide the required certifications to qualify for the withholding exemption described above. A payment to a United States partnership, however, is treated for these purposes as payment to a United States payee, even if the partnership has one or more foreign partners. The 1997 Final Regulations provide certain presumptions with respect to withholding for holders of debt instruments not furnishing the required certifications to qualify for the withholding exemption described above. In addition, the 1997 Final Regulations will replace a number of current tax certification forms (including Internal Revenue Service Form W-8 and Internal Revenue Service Form 4224, discussed below) with a new Internal Revenue Service Form W-8 series of tax certification forms (which, in certain circumstances, requires information in addition to that previously required). These new forms are currently available and may be used in lieu of the current Internal Revenue Service Forms W-8 and 4224. Under the 1997 Final Regulations, this Form W-8 will remain valid until the last day of the third calendar year following the year in which the certificate is signed. If a United States Alien Holder of a Note is engaged in a trade or business in the United States, and if interest on the Note, or gain recognized on the sale, exchange, redemption, retirement or other disposition of the Note, is effectively connected with the conduct of such trade or business, the United States Alien Holder, although exempt from withholding of United States income tax, will generally be subject to regular United States income tax on such interest or gain in the same manner as if it were a United States Holder. In lieu of the certificate described above, such a Holder must provide to the withholding agent a properly executed Internal Revenue Service Form 4224 or W- 8ECI (or successor form) in order to claim an exemption from withholding. In addition, if such United States Alien Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. 47 Backup Withholding and Information Reporting Information reporting to the Internal Revenue Service generally will be required with respect to payments of principal or interest on the Notes and to proceeds of the sale of the Notes that, in each case, are paid by a United States payor or intermediary to United States Holders other than corporations and other exempt recipients. A 31% "backup" withholding tax will apply to those payments if such United States Holder fails to provide certain identifying information (such as such Holder's taxpayer identification number) to such payor or intermediary or such Holder is notified by the Internal Revenue Service that it has failed to report all interest and dividends required to be shown on its United States federal income tax returns. United States Alien Holders may be required to comply with applicable certification procedures to establish that they are not United States Holders in order to avoid the application of such information reporting requirements and backup withholding. Backup withholding tax is not an additional tax and generally may be credited against a Holder's United States federal income tax liability provided that such Holder provides the necessary information to the Internal Revenue Service. PLAN OF DISTRIBUTION This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer (a "Participating Broker-Dealer") in connection with the resale of the New Notes received in exchange for the Old Notes where such Old Notes were acquired for its own account as a result of market-making activities or other trading activities. Each such Participating Broker-Dealer that participates in the exchange offer that receives the New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. We have agreed that for a period of 180 days after the date when the registration statement becomes effective, we will use our best efforts to make this prospectus, as amended or supplemented, available to any Participating Broker-Dealer for use in connection with any such resale. We will not receive any proceeds from any sale of New Notes by Participating Broker-Dealers. New Notes received by Participating Broker-Dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options of the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any Participating Broker-Dealer and/or the purchases of any such New Notes. Any Participating Broker-Dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an "underwriter" within the meaning or the Securities Act of 1933 and any profit on any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. For a period of 180 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any Participating Broker-Dealer that requests such documents in the letter of transmittal. This prospectus has been prepared for use in connection with the exchange offer and may be used by the initial purchasers in connection with the offers and sales related to market-making transactions in the New Notes. The initial purchasers may act as principals or agents in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale. We will not receive any of the proceeds of such sales. The initial purchasers have no obligation to make a market in the New Notes and may discontinue their market-making activities at any time without notice, at their sole discretion. 48 INCORPORATION OF INFORMATION BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with the SEC. This permits us to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus, and any information filed with the SEC subsequent to this prospectus will automatically update and, where applicable, supersede any information previously incorporated by reference and listed below. We incorporate by reference the following documents that have been filed with the SEC: . Annual Report on Form 10-K for the year ended December 31, 1998; . Quarterly Reports on Form 10-Q for the quarter ended March 31, 1999; . Proxy statement for the 1998 Annual Shareholders' Meeting, filed on March 24, 1999; and . Current reports on Form 8-K filed on April 7, 1998 and November 24, 1998. This prospectus incorporates documents by reference which are not part of or delivered with this document. 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: David M. Sherbin, Esq., Associate General Counsel and Secretary, Federal-Mogul Corporation, 26555 Northwestern Highway, Southfield, Michigan 48034 (telephone: (248) 354-7700). LEGAL MATTERS The validity of securities being offered hereby will be passed upon for us by David M. Sherbin, Esq., Associate General Counsel and Secretary of Federal- Mogul. Mr. Sherbin owns and holds options to purchase approximately 3,200 shares of our common stock. EXPERTS The consolidated financial statements and schedule of Federal-Mogul for each of the three years in the period ended December 31, 1998 and the consolidated financial statements of Federal-Mogul Ignition Company and Federal-Mogul Products, Inc. and the financial statements of Federal-Mogul Aviation, Inc., all of which are incorporated by reference in this document from Federal- Mogul's Form 10-K for 1998, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports and incorporated in this document by reference. The consolidated financial statements and schedule audited by Ernst &Young LLP are incorporated in this document by reference in reliance on such reports given upon the authority of the firm as experts in accounting and auditing. The consolidated financial statements of T&N for the three years in the period ended December 31, 1997 incorporated by reference in this document have been audited by KPMG Audit Plc, independent auditors, as set forth in their reports and incorporated in this document by reference. The consolidated financial statements audited by KPMG Audit Plc are incorporated in this document 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 the three years in the period ended December 28, 1997 incorporated by reference in this document have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports and incorporated by reference in this document. The financial statements audited by Ernst & Young LLP are incorporated in this document by reference in reliance on such report given upon the authority of the firm as experts in accounting and auditing. The financial statements of the automotive divisions of Cooper Industries, Inc. for the combined financial position as of December 31, 1996 and 1997 and combined results of operations and cash flows for each of the three years in the period ended December 31, 1997 incorporated by reference in this document have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports and incorporated by reference in this document. The financial statements audited by Ernst & Young LLP are incorporated in this document by reference in reliance on such report given upon the authority of the firm as experts in accounting and auditing. 49 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ---------------- PROSPECTUS ---------------- Offer To Exchange 7 3/8% Notes due 2006 For Any and All Outstanding 7 3/8% Notes due 2006 and 7 1/2% Notes due 2009 For Any and All Outstanding 7 1/2% Notes due 2009 Dated , 1999 No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the offer contained in the prospectus and, if given or made, the information or representations must not be relied upon. This prospectus is not an offer to sell, nor do they seek an offer to buy, these securities in any jurisdiction in which the offer or sale is not permitted. Until , 1999, all dealers that effect transactions in these securities, whether or not participating in this exchange offer, may be required to deliver a prospectus. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Part II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers of Federal-Mogul 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, regarding 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) 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 only 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 some specific 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 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 II-1 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, regarding 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 other specified 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 Federal-Mogul" 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, Federal-Mogul Ignition Company, Federal-Mogul Aviation, Inc. and Felt Products Mfg. Co. are organized under the laws of the State of Delaware. Section 145 of Title 8 of the Delaware Code 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, 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, regarding 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 II-2 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 at various times, to indemnify all officers and directors of the corporation. The indemnification authorized by the bylaws will not be found 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 stock holders 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 specific 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 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, regarding 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 II-3 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. Missouri Federal Mogul Products, Inc. is organized under the laws of the State of Missouri. Sections 351.355(1) and (2) of The General and Business Corporation Law of the State of Missouri provide that a corporation may 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 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, 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, except that, in the case of an action or suit by or in the right of the corporation, the corporation may not indemnify such persons against judgments and fines and no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that such person is fairly and reasonably entitled to indemnity for proper expenses. Section 351.355(3) provides that, to the extent that a director, officer, employee or agent of the corporation has been successful in the defense of any such action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred in connection with such action, suit or proceeding. Sections 351.355(7) provides that a corporation may provide additional indemnification to any person indemnifiable under subsection (1) or (2), provided such additional indemnification is authorized by the corporation's articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, and provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct or which involve an accounting for profits pursuant to Section 16(b) of the Securities Exchange Act of 1934. The Articles of Incorporation permits the registrant to enter into agreements with its directors, officers, employees and agents providing such indemnification as deemed appropriate, up to the maximum extent permitted by law. United Kingdom F-M UK Holding Limited is organized under the laws of the United Kingdom. Article 37 of the Articles of Association of F-M UK Holding Limited provides that, subject to the provisions of the Companies Act 1985, II-4 every director, officer or auditor of the company or person acting as an alternate director shall be entitled to be indemnified out of the assets of the company against all costs, charges, expenses, losses or liabilities which he may sustain or incur in or about the execution of his duties to the company or otherwise in relation thereto. Section 310 of the Companies Act 1985 (as amended by Section 137 of the Companies Act 1989) provides: "(1) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the Company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the Company. (2) Except as provided by the following subsection, any such provision is void. (3) This section does not prevent a company (a) from purchasing and maintaining for any such officer or auditor insurance against any such liability; or (b) from indemnifying any such officer or auditor against any liability incurred by him (i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or he is acquitted, or (ii) in connection with any application under section 133(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct), in which relief is granted to him by the court." Selection 727 of the Companies Act 1985 further provides: "(1) If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit. (2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief, and the court on the application has the same power to relieve him under this section as it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuant of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper." II-5 Item 21. Exhibits and Financial Statement Schedules.
Exhibit No. Exhibit Description ------- ------------------- 2.1 Recommended Cash Offer for T&N plc, dated as of November 13, 1997. (Incorporated by reference to Exhibit 2.1 to Federal-Mogul's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 10-K".) 2.2 Equity Purchase Agreement between the Company and The Sellers with respect to the acquisition of Fel-Pro Incorporated, dated as of January 9, 1998. (Incorporated by reference to Exhibit 2.2 to the 1997 10-K.) 2.3 Purchase and Sale Agreement between Cooper Industries, Inc. and Federal- Mogul Corporation, dated August 17, 1998. (Incorporated by reference to Exhibit 2.1 to Federal-Mogul's Current Report on Form 8-K filed October 26, 1998.) 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 March 31, 1999.) 3.2 Federal-Mogul's Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to Federal-Mogul's Form 10-K for the year ended December 31, 1998 (the "1998 10-K").) *3.3 Federal-Mogul Dutch Holdings Inc.'s Certificate of Incorporation, as amended. *3.4 Federal-Mogul Dutch Holdings Inc.'s Bylaws. *3.5 Federal-Mogul Global Inc.'s Articles of Incorporation. *3.6 Federal-Mogul Global Inc.'s Bylaws. *3.7 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation, as amended. *3.8 Federal-Mogul U.K. Holdings Inc.'s Bylaws. *3.9 Carter Automotive Company, Inc.'s Certificate of Incorporation. *3.10 Carter Automotive Company, Inc.'s Bylaws. *3.11 Federal-Mogul Venture Corporation's Articles of Incorporation, as amended. *3.12 Federal-Mogul Venture Corporation's Bylaws. *3.13 Federal-Mogul World Wide, Inc.'s Articles of Incorporation. *3.14 Federal-Mogul World Wide, Inc.'s Bylaws. *3.15 Federal-Mogul Global Properties, Inc.'s Articles of Incorporation. *3.16 Federal-Mogul Global Properties, Inc.'s Bylaws. *3.17 Felt Products Mfg. Co.'s Restated Certificate of Incorporation, as amended. *3.18 Felt Products Mfg. Co.'s Bylaws. **3.19 F-M UK Holding Limited's Memorandum of Association. **3.20 Federal-Mogul Ignition Company's Certificate of Incorporation. **3.21 Federal-Mogul Ignition Company's Bylaws. **3.22 Federal-Mogul Products, Inc.'s Articles of Incorporation. **3.23 Federal-Mogul Products, Inc.'s Bylaws. **3.24 Federal-Mogul Aviation, Inc.'s Articles of Incorporation. **3.25 Federal-Mogul Aviation, Inc.'s Bylaws. 4.1 Rights Agreement dated as of February 24, 1999 between Federal-Mogul and The Bank of New York, as Rights Agent. (Incorporated by reference to Exhibit 4 to Federal-Mogul's Current Report on Form 8-K filed February 25, 1999.)
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Exhibit No. Exhibit Description ------- ------------------- 4.2 Purchase Agreement for 10,000,000 Trust Convertible Preferred Securities of Federal-Mogul Financing Trust, dated as of November 24, 1997. (Incorporated by reference to Exhibit 4.6 to the 1997 10-K.) 4.3 Registration Rights Agreement, dated as of December 1, 1997, by and among Federal-Mogul, Federal-Mogul Financing Trust and Morgan Stanley & Co. Inc. as Initial Purchaser. (Incorporated by reference to Exhibit 4.7 to the 1997 10-K.) 4.4 Indenture between Federal-Mogul and The Bank of New York, dated as of December 1, 1997, with respect to the Subordinated Debentures. (Incorporated by reference to Exhibit 4.8 to the 1997 10-K.) 4.5 First Supplemental Indenture between Federal-Mogul and The Bank of New York, dated as of December 1, 1997, with respect to the Subordinated Debentures. (Incorporated by reference to Exhibit 4.9 to the 1997 10-K.) 4.6 Indenture among Federal-Mogul Corporation and The Bank of New York dated as of January 20, 1999. (Incorporated by reference to Exhibit 4.8 to the 1998 10-K). 4.7 Registration Agreement, dated as of January 9, 1998, by and among Federal- Mogul and the Investors identified on Schedule 1 thereto relating to the Series E Mandatory Exchangeable Preferred Stock. (Incorporated by reference to Exhibit 4.10 to the 1997 10-K.) **4.8 Registration Rights Agreement, dated as of January 20, 1999, by and among Federal-Mogul and the Initial Purchasers named therein. 4.9 Form of New Note (contained in Exhibit 4.6). 4.10 Form of Guarantee (contained in Exhibit 4.6). **5 Opinion of David M. Sherbin, Esq. 10.1 Federal-Mogul's 1984 Stock Option Plan, as last amended. (Incorporated by reference to Exhibit 10.2 to Federal-Mogul's Annual report or Form 10-K for the year ended December 31, 994 (the "1994 10-K").) 10.2 Federal-Mogul Corporation 1989 Performance Incentive Stock Plan, as amended. (Incorporated by reference to Exhibit 10.14 to the 1994 10-K.) 10.3 Federal-Mogul Corporation 1997 Amended and Restated Long-Term Incentive Plan, as adopted by the Shareholders of Federal-Mogul on May 20, 1998. (Incorporated by reference to Federal-Mogul's 1998 Definitive Proxy Statement on Form 14A.) 10.4 Federal-Mogul's 1977 Supplemental Compensation Plan, as amended and restated. (Incorporated by reference to Exhibit 10.27 to Federal-Mogul's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.) 10.5 Form of Executive Severance Agreement between Federal-Mogul and certain executive officers. (Incorporated by reference to Exhibit 10.5 to Federal- Mogul's Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996 10-K").) 10.6 Amended and Restated Deferred Compensation Plan for Corporate Directors. (Incorporated by reference to Exhibit 10.7 to Federal-Mogul's Annual Report on Form 10-K for the year ended December 31, 1990 (the "1990 10- K").) 10.7 Supplemental Executive Retirement Plan, as amended. (Incorporated by reference to Exhibit 10.10 to Federal-Mogul's Annual Report for the year ended December 31, 1992 (the "1992 10-K").)
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Exhibit No. Exhibit Description ------- ------------------- 10.8 Description of Umbrella Excess Liability Insurance for the Senior Management Team. (Incorporated by reference to Exhibit 10.11 to the 1990 10-K.) 10.9 Federal-Mogul Corporation Executive Loan Program. (Incorporated by reference to Exhibit 10.26 to Federal-Mogul's Quarterly Report on Form 10- Q for the quarter ended March 31, 1994.) 10.10 Federal-Mogul Corporation Non-Employee Director Stock Plan. (Incorporated by reference to Exhibit 4 to Federal-Mogul's Registration Statement on Form S-8 (Registration No. 33-54301).) 10.11 Amended and Restated Declaration of Trust of Federal-Mogul Financing Trust, dated as of December 1, 1997. (Incorporated by reference to Exhibit 10.34 to the 1997 10-K.) 10.12 Common Securities Guarantee Agreement, dated as of December 1, 1997, among Federal-Mogul and Federal-Mogul Financing Trust. (Incorporated by reference to Exhibit 10.35 to the 1997 10-K.) 10.13 Third Amended and Restated Credit Agreement, dated as of February 24, 1999, in the amount of $1,750,000,000 among Federal-Mogul, The Foreign Subsidiary Borrowers, the Lenders and The Chase Manhattan Bank. (Incorporated by reference to Exhibit 10.13 to the 1998 10-K.) 10.14 Receivables Sale and Contribution Agreement, dated as of November 20, 1998, among Federal-Mogul, Carter Automotive Company, Inc., Federal-Mogul Canada Limited and Federal-Mogul Funding Corporation. (Incorporated by reference to Exhibit 10.14 to the 1998 10-K.) 10.15 Receivable Interest Purchase Agreement, dated as of November 20, 1998, among Federal-Mogul, Federal-Mogul Funding Corporation, Falcon Asset Securitization Corporation and The First National Bank of Chicago. (Incorporated by reference to Exhibit 10.15 to the 1998 10-K.) 11 Computation of Per Share Earnings. (Incorporated by reference to the 1998 10-K.) **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. 21 Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 to the 1998 10-K). **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). **24.1 Power of Attorney for Federal-Mogul. **24.2 Powers of Attorney of Guarantors. **25 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. **99.1 Form of Letter of Transmittal. **99.2 Form of Notice of Guaranteed Delivery. **99.3 Form of Exchange Agreement.
- -------- *Previously filed as an exhibit to Registration Statement Number 333-56725. **Filed herewith. II-8 Item 22. Undertakings. (a) The undersigned registrant hereby undertakes: A. 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 Section 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 found to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be found to be the initial bona fide offering thereof. B. insofar as the 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. If 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. C. 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. D. to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. E. to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-9 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-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly auhorized, in the City of Southfield, State of Michigan, on the 24th day of June, 1999. Federal-Mogul Corporation /s/ David M. Sherbin By:__________________________________ David M. Sherbin Associate General Counsel and Secretary FEDERAL-MOGUL CORPORATION 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 23rd day of June, 1999
Signature Title --------- ----- /s/ Richard A. Snell Chairman of the Board, Chief Executive ___________________________________________ Officer and Director (Principal Executive Richard A. Snell Officer) /s/ Thomas W. Ryan Executive Vice President and Chief ___________________________________________ Financial Officer (Principal Financial Thomas W. Ryan Officer) /s/ Kenneth P. Slaby Vice President and Controller (Principal ___________________________________________ Accounting Officer) Kenneth P. Slaby /s/ John J. Fannon Director ___________________________________________ John J. Fannon /s/ Roderick M. Hills Director ___________________________________________ Roderick M. Hills /s/ Paul Scott Lewis Director ___________________________________________ Paul Scott Lewis /s/ Antonio Madero Director ___________________________________________ Antonio Madero /s/ Robert S. Miller, Jr. Director ___________________________________________ Robert S. Miller, Jr. /s/ John C. Pope Director ___________________________________________ John C. Pope /s/ Sir Geoffrey Whalen Director ___________________________________________ Sir Geoffrey Whalen C.B.E.
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-4 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 24, 1999. Federal-Mogul Global Inc. /s/ Alan C. Johnson By:__________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL GLOBAL INC. 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 23rd day of June, 1999.
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan II-11 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-4 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 24, 1999. Federal-Mogul U.K. Holdings Inc. /s/ Alan C. Johnson By: _________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL U.K. HOLDINGS INC. 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 23rd day of June, 1999
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________ Thomas W. Ryan
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-4 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 24, 1999. Federal-Mogul Venture Corporation /s/ Alan C. Johnson By: _________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL VENTURE CORPORATION 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 23rd day of June, 1999
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Timothy W. Heffron Director ___________________________________________ Timothy W. Heffron /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson
II-13 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-4 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 24, 1999. Federal-Mogul World Wide, Inc. /s/ Alan C. Johnson By:_________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL WORLD WIDE, INC. 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Richard A. Snell Chief Executive Officer (Principal ___________________________________________ Executive Officer) Richard A. Snell /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan 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-4 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 24, 1999. Federal-Mogul Global Properties, Inc. /s/ Thomas W. Ryan By: ________________________________ Name: Thomas W. Ryan Title: Vice President and Chief Financial Officer FEDERAL-MOGUL GLOBAL PROPERTIES, INC. 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Gordon Ulsh President and Chief Operating Officer ___________________________________________ (Principal Executive Officer) Gordon Ulsh /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Gordon Ulsh Director ___________________________________________ Gordon Ulsh /s/ David A. Bozynski Director ___________________________________________
David A. Bozynski II-15 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-4 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 24, 1999. Felt Products Mfg. Co. /s/ Thomas W. Ryan By:__________________________________ Name: Thomas W. Ryan Title: Vice President and Chief Financial Officer FELT PRODUCTS MFG. CO. 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Richard A. Snell Chief Executive Officer (Principal ___________________________________________ Executive Officer) Richard A. Snell /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Thomas W. Ryan Director ___________________________________________ Thomas W. Ryan /s/ Wilhelm A. Schmelzer Director ___________________________________________ Wilhelm A. Schmelzer /s/ Richard A. Snell Director ___________________________________________ Richard A. Snell
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-4 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 24, 1999. Federal-Mogul Dutch Holdings Inc. /s/ Alan C. Johnson By:__________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL DUTCH HOLDINGS INC. 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 23rd day of June, 1999.
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan II-17 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-4 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 24, 1999. Carter Automotive Company, Inc. /s/ Alan C. Johnson By:__________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer CARTER AUTOMOTIVE COMPANY, INC. 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 23rd day of June, 1999.
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan 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-4 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 24, 1999. Federal-Mogul UK Holdings Limited /s/ Alan C. Johnson By:__________________________________ Name: Alan C. Johnson Title: President and Chief Executive Officer FEDERAL-MOGUL UK HOLDINGS LIMITED 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Alan C. Johnson Chief Executive Officer (Principal ___________________________________________ Executive Officer) Alan C. Johnson /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Alan C. Johnson Director ___________________________________________ Alan C. Johnson /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan II-19 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-4 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 24, 1999. Federal-Mogul Ignition Company /s/ Gordon A. Ulsh By:__________________________________ Name: Gordon A. Ulsh Title: President and Chief Executive Officer FEDERAL-MOGUL IGNITION COMPANY 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Gordon A. Ulsh Chief Executive Officer (Principal ___________________________________________ Executive Officer) Gordon A. Ulsh /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Gordon A. Ulsh Director ___________________________________________
Gordon A. Ulsh 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-4 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 24, 1999. Federal-Mogul Products, Inc. /s/ Gordon A. Ulsh By:__________________________________ Name: Gordon A. Ulsh Title: President and Chief Executive Officer FEDERAL-MOGUL PRODUCTS, INC. 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Gordon A. Ulsh Chief Executive Officer (Principal ___________________________________________ Executive Officer) Gordon A. Ulsh /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Gordon A. Ulsh Director ___________________________________________
Gordon A. Ulsh II-21 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-4 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 24, 1999. Federal-Mogul Aviation, Inc. /s/ Gordon A. Ulsh By:__________________________________ Name: Gordon A. Ulsh Title: President and Chief Executive Officer FEDERAL-MOGUL AVIATION, INC. 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 23rd of June, 1999.
Signature Title --------- ----- /s/ Gordon A. Ulsh Chief Executive Officer (Principal ___________________________________________ Executive Officer) Gordon A. Ulsh /s/ Thomas W. Ryan Chief Financial Officer (Principal ___________________________________________ Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller (Principal Accounting Officer) ___________________________________________ Kenneth P. Slaby /s/ Gordon A. Ulsh Director ___________________________________________ Gordon A. Ulsh /s/ Thomas W. Ryan Director ___________________________________________
Thomas W. Ryan II-22 EXHIBIT INDEX
Exhibit No. Exhibit Description ------- ------------------- 2.1 Recommended Cash Offer for T&N plc, dated as of November 13, 1997. (Incorporated by reference to Exhibit 2.1 to Federal-Mogul's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 10-K").) 2.2 Equity Purchase Agreement between the Company and The Sellers with respect to the acquisition of Fel-Pro Incorporated, dated as of January 9, 1998. (Incorporated by reference to Exhibit 2.2 to the 1997 10-K.) 2.3 Purchase and Sale Agreement between Cooper Industries, Inc. and Federal-Mogul Corporation, dated August 17, 1998. (Incorporated by reference to Exhibit 2.1 to Federal-Mogul's Current Report on Form 8-K filed October 26, 1998.) 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 March 31, 1999.) 3.2 Federal-Mogul's Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to Federal-Mogul's Form 10-K for the year ended December 31, 1998 (the "1998 10-K").) *3.3 Federal-Mogul Dutch Holdings Inc.'s Certificate of Incorporation, as amended. *3.4 Federal-Mogul Dutch Holdings Inc.'s Bylaws. *3.5 Federal-Mogul Global Inc.'s Articles of Incorporation. *3.6 Federal-Mogul Global Inc.'s Bylaws. *3.7 Federal-Mogul U.K. Holdings Inc.'s Certificate of Incorporation, as amended. *3.8 Federal-Mogul U.K. Holdings Inc.'s Bylaws. *3.9 Carter Automotive Company, Inc.'s Certificate of Incorporation. *3.10 Carter Automotive Company, Inc.'s Bylaws. *3.11 Federal-Mogul Venture Corporation's Articles of Incorporation, as amended. *3.12 Federal-Mogul Venture Corporation's Bylaws. *3.13 Federal-Mogul World Wide, Inc.'s Articles of Incorporation. *3.14 Federal-Mogul World Wide, Inc.'s Bylaws. *3.15 Federal-Mogul Global Properties, Inc.'s Articles of Incorporation. *3.16 Federal-Mogul Global Properties, Inc.'s Bylaws. *3.17 Felt Products Mfg. Co.'s Restated Certificate of Incorporation, as amended. *3.18 Felt Products Mfg. Co.'s Bylaws. **3.19 F-M UK Holding Limited's Articles of Association. **3.20 Federal-Mogul Ignition Company's Certificate of Incorporation. **3.21 Federal-Mogul Ignition Company's Bylaws. **3.22 Federal-Mogul Products, Inc.'s Articles of Incorporation. **3.23 Federal-Mogul Products, Inc.'s Bylaws. **3.24 Federal-Mogul Aviation, Inc.'s Articles of Incorporation.
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Exhibit No. Exhibit Description ------- ------------------- **3.25 Federal-Mogul Aviation, Inc.'s Bylaws. 4.1 Rights Agreement dated as of February 24, 1999 between Federal-Mogul and The Bank of New York, as Rights Agent. (Incorporated by reference to Exhibit 4 to Federal-Mogul's Current Report on Form 8-K filed February 25, 1999.) 4.2 Purchase Agreement for 10,000,000 Trust Convertible Preferred Securities of Federal-Mogul Financing Trust, dated as of November 24, 1997. (Incorporated by reference to Exhibit 4.6 to the 1997 10-K.) 4.3 Registration Rights Agreement, dated as of December 1, 1997, by and among Federal-Mogul, Federal-Mogul Financing Trust and Morgan Stanley & Co. Inc. as Initial Purchaser. (Incorporated by reference to Exhibit 4.7 to the 1997 10-K.) 4.4 Indenture between Federal-Mogul and The Bank of New York, dated as of December 1, 1997, with respect to the Subordinated Debentures. (Incorporated by reference to Exhibit 4.8 to the 1997 10-K.) 4.5 First Supplemental Indenture between Federal-Mogul and The Bank of New York, dated as of December 1, 1997, with respect to the Subordinated Debentures. (Incorporated by reference to Exhibit 4.9 to the 1997 10- K.) 4.6 Indenture among Federal-Mogul Corporation and The Bank of New York dated as of January 20, 1999. (Incorporated by reference to Exhibit 4.8 to the 1998 10-K). 4.7 Registration Agreement, dated as of January 9, 1998, by and among Federal-Mogul and the Investors identified on Schedule 1 thereto relating to the Series E Mandatory Exchangeable Preferred Stock. (Incorporated by reference to Exhibit 4.10 to the 1997 10-K.) **4.8 Registration Rights Agreement, dated as of January 20, 1999, by and among Federal-Mogul and the Initial Purchasers named therein. 4.9 Form of New Note (contained in Exhibit 4.6). 4.10 Form of Guarantee (contained in Exhibit 4.6). **5 Opinion of David M. Sherbin, Esq. 10.1 Federal-Mogul's 1984 Stock Option Plan, as last amended. (Incorporated by reference to Exhibit 10.2 to Federal-Mogul's Annual report or Form 10-K for the year ended December 31, 1994 (the "1994 10-K").) 10.2 Federal-Mogul Corporation 1989 Performance Incentive Stock Plan, as amended. (Incorporated by reference to Exhibit 10.14 to the 1994 10- K.) 10.3 Federal-Mogul Corporation 1997 Amended and Restated Long-Term Incentive Plan, as adopted by the Shareholders of Federal-Mogul on May 20, 1998. (Incorporated by reference to Federal-Mogul's 1998 Definitive Proxy Statement on Form 14A.) 10.4 Federal-Mogul's 1977 Supplemental Compensation Plan, as amended and restated. (Incorporated by reference to Exhibit 10.27 to Federal- Mogul's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.) 10.5 Form of Executive Severance Agreement between Federal-Mogul and certain executive officers. (Incorporated by reference to Exhibit 10.5 to Federal-Mogul's Annual Report on Form 10-K for the year ended December 31, 1996 (the "1996 10-K").) 10.6 Amended and Restated Deferred Compensation Plan for Corporate Directors. (Incorporated by reference to Exhibit 10.7 to Federal- Mogul's Annual Report on Form 10-K for the year ended December 31, 1990 (the "1990 10-K").)
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Exhibit No. Exhibit Description ------- ------------------- 10.7 Supplemental Executive Retirement Plan, as amended. (Incorporated by reference to Exhibit 10.10 to Federal-Mogul's Annual Report for the year ended December 31, 1992 (the "1992 10-K").) 10.8 Description of Umbrella Excess Liability Insurance for the Senior Management Team. (Incorporated by reference to Exhibit 10.11 to the 1990 10-K.) 10.9 Federal-Mogul Corporation Executive Loan Program. (Incorporated by reference to Exhibit 10.26 to Federal-Mogul's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.) 10.10 Federal-Mogul Corporation Non-Employee Director Stock Plan. (Incorporated by reference to Exhibit 4 to Federal-Mogul's Registration Statement on Form S-8 (Registration No. 33-54301).) 10.11 Amended and Restated Declaration of Trust of Federal-Mogul Financing Trust, dated as of December 1, 1997. (Incorporated by reference to Exhibit 10.34 to the 1997 10-K.) 10.12 Common Securities Guarantee Agreement, dated as of December 1, 1997, among Federal-Mogul and Federal-Mogul Financing Trust. (Incorporated by reference to Exhibit 10.35 to the 1997 10-K.) 10.13 Third Amended and Restated Credit Agreement, dated as of February 24, 1999, in the amount of $1,750,000,000 among Federal-Mogul, The Foreign Subsidiary Borrowers, the Lenders and The Chase Manhattan Bank. (Incorporated by reference to Exhibit 10.13 to the 1998 10-K.) 10.14 Receivables Sale and Contribution Agreement, dated as of November 20, 1998, among Federal-Mogul, Carter Automotive Company, Inc., Federal- Mogul Canada Limited and Federal-Mogul Funding Corporation. (Incorporated by reference to Exhibit 10.14 to the 1998 10-K.) 10.15 Receivable Interest Purchase Agreement, dated as of November 20, 1998, among Federal-Mogul, Federal-Mogul Funding Corporation, Falcon Asset Securitization Corporation and The First National Bank of Chicago. (Incorporated by reference to Exhibit 10.15 to the 1998 10-K.) 11 Computation of Per Share Earnings. (Incorporated by reference to the 1998 10-K.) **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. 21 Subsidiaries of the Registrant. (Incorporated by reference to Exhibit 21 to the 1998 10-K). **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). **24.1 Power of Attorney for Federal-Mogul. **24.2 Powers of Attorney of Guarantors. **25 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. **99.1 Form of Letter of Transmittal. **99.2 Form of Notice of Guaranteed Delivery. **99.3 Form of Exchange Agreement.
- -------- *Previously filed as an exhibit to Registration Statement Number 333-56725. **Filed herewith. ***To be filed by amendment. II-25 EX-3.19 2 F-M UK HOLDINGS LIMITED'S ARTICLES OF ASSOCIATION' EXHBIT 3.19 Company Number:3459039 The Companies Act 1985 to 1989 PRIVATE COMPANY LIMITED BY SHARES -------------------------- -------------------------- MEMORANDUM AND ARTICLES OF ASSOCIATION F-M UK HOLDING LIMITED ------------------------------- Incorporated on the 31st day of October, 1997 The Companies Act 1985 to 1989 -------------------------- PRIVATE COMPANY LIMITED BY SHARES -------------------------- Memorandum of Association of F-M UK HOLDING LIMITED (amended up to 12 March, 1998) 1. The Company's name is "F-M UK Holding Limited"/1/. 2. The Company's registered office is to be situated in England and Wales. 3. The objects of the Company are: (a) to carry on business as a general commercial company and any trade or business whatsoever and any lawful purpose pursuant to the Companies Act 1985 (hereinafter called "the Act") as amended, extended or applied by or under any other enactment or as re-enacted, and without prejudice thereto but in furtherance thereof to carry on all or any of the businesses of a holding company of other companies, firms and businesses, and to acquire by purchase, lease, concession, - -------------- /1/ The Company was incorporated under the name of Superglory Limited and adopted its present name on 6 November, 1997. collectors, stocks and share brokers and dealers and commission and general agents, merchants and traders; and to act as merchants generally; (b) to carry on any other trade or business whatsoever which can in the opinion of the members or directors of the Company be conveniently or advantageously or profitably carried on in connection with or ancillary to any of the businesses of the Company or calculated directly or indirectly to enhance the value or render more profitable any of the Company's assets; (c) to assume the obligations or any of them arising from the formation of the Company and without prejudice to the generality thereof to pay all costs, charges and expenses incurred or sustained in or about the promotion or establishment of the Company or which the directors may consider to be in the nature of preliminary expenses, and to novate or otherwise assume any contracts entered into prior to incorporation of the Company as the directors may think fit; (d) to undertake or acquire all or any part of the business, assets and liabilities of or any share in any company, partnership or person carrying on or proposing to carry on all or any of the objects for the time being of the Company, or to amalgamate, enter into partnership, share profits, co-operate, or engage in mutual assistance with any such company, partnership or person, and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage, change and deal with any shares, debentures, 3 debenture stock or securities however received, and to conduct and carry on, liquidate or wind up any such business; (e) to apply for, subscribe, take, purchase or otherwise acquire, hold and deal with shares, debentures, options or other interests in or securities of any other company so as to benefit directly or indirectly the Company or enhance the value of its property, and to co-ordinate, finance, manage, supervise or control the business and operations of any company in which the Company may hold such interest; (f) to acquire and take options over and deal with any property whatsoever, including but without limit any shares in the capital of the Company, and any rights or privileges of any kind over or in respect of any property, and without limit to purchase, take on lease, exchange, hire or otherwise acquire any estate or interest in any real or personal property, and to deal with the same or any part thereof; (g) to promote any other business for the purpose of acquiring the whole or any part of the business, property, undertaking or liabilities of the Company or of any business, property, undertaking or liabilities which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to subscribe for, purchase or otherwise acquire or place or guarantee the placing of or underwrite all or any part of the shares, debentures or securities of any such company as aforesaid; (h) to sell, let (including, but without limitation, by way of assured shorthold tenancy), exchange, dispose of, turn to account, grant licences, options, rights or privileges in respect of, mortgage, charge or otherwise deal with all or any part of 4 the business and property of whatever nature (whether or not as a going concern) of the Company, and to deal in any manner as aforesaid with the same or any part thereof either together or in portions for such consideration whether shares, debentures, options, cash or real or personal property of any other nature without limit as the members or the directors of the Company may think fit; (i) to erect, build, manufacture, improve, manage, construct, repair, maintain, alter or develop any real or personal property; (j) to invest and deal with any moneys in any manner, and to hold, alter, dispose of or otherwise without limit deal with any investments so made; (k) to receive money on deposit or loan, and to borrow or raise money or credit as may seem expedient without limit and whether with or without any security or guarantee therefor, and to issue any debentures or debenture stock whether perpetual, irredeemable or otherwise; (l) to issue or grant any mortgage, charge, standard security, lien or other security upon all or any part of the property or assets whether present or future and including but without limit the uncalled capital of the Company, and also by any such means to secure and guarantee the performance by the Company, any holding, subsidiary or associated company of the Company, or any other person, firm or company of any obligation undertaken by the Company or any of them as the case may be, and to stand security or guarantor for or otherwise support any obligation of any other person, firm or company whether by personal covenant, mortgage, charge, standard security or lien upon the whole or any part of the 5 undertaking, property and assets of the Company whether present or future including but without limit its uncalled capital; (m) to advance or lend money or give any credit to any person, firm or company as the directors or members may think fit, and to give financial assistance as statutorily permitted for the acquisition or redemption of any shares, debentures, option rights or other security of the Company; (n) to draw, issue, accept, endorse, discount, negotiate, make or deal with as may seem expedient cheques, bills of exchange or lading, promissory notes, warrants, coupons, debentures, and other negotiable or transferable notes or instruments; (o) to seek any permission, order, privilege, charter, concession, decree, right, or licence from any government department, national, local or other statutory authority or official body in any part of the world where the Company does or may do business or other official sanctions for enabling the Company to pursue any of its objects for the time being or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and comply with the same, and to oppose or defend any proceedings or application which may seem directly or indirectly to advance or prejudice the Company's interests as the case may be; (p) to seek in any part of the world and deal with, grant or obtain licences in respect of, manufacture under, operate, test, improve, or experiment on any invention, discovery, copyright, patent, brevet d'invention, licence, secret process, trade mark, service mark, design, registration, protection and concession as may seem 6 expedient or beneficial, and to register, re-register, disclaim, alter, modify, use, and turn to account the same or any of them; (q) to act as principal, nominee, agent (whether disclosed or undisclosed), broker, trustee, factor, contractor or sub contractor in any part of the world; (r) to pay, reward or remunerate anyone supplying goods or services to the Company by cash, goods, services or any securities of the Company; (s) to give to any charitable, benevolent or public cause or object which may be for the benefit of the Company or any holding, subsidiary or associated company of the Company or any directors or employees thereof, and to provide or pay towards any pension, annuity, gratuity, insurance, superannuation or other allowance or benefit, and generally to provide advantages, facilities and services for any persons who are or have been directors of, employed by, or serving the Company or any holding, subsidiary or associated company of the Company or any predecessor thereof and to the members of the family, dependants, personal representatives or nominated beneficiaries of any such persons, and to set up, establish, maintain, provide, contribute towards and lend in favour of any incentive, profit-sharing, option, or savings related scheme for the benefit of the employees of the Company or any holding, subsidiary or associated company as aforesaid; (t) to distribute among the members of the Company in specie or otherwise any property of the Company of whatever nature, including but without limit the shares, debentures or other securities of any other company taking over the whole 7 or any part of the undertaking, assets or liabilities of the Company, and to purchase or assist the purchase of or redeem the shares for the time being (including any redeemable shares) or reduce the capital of the Company in any manner permitted under Part V of the Act; (u) to carry on any of the objects for the time being of the Company in any part of the world as principal or by or through agents, trustees, brokers, sub-contractors or otherwise and either alone or with any other person, firm or company; (v) to do all such other things as are in the opinion of the Company incidental or conducive to the above objects or any of them. The objects specified in each of the paragraphs of this Clause shall not, except where the context expressly so requires, be in any way limited or restricted by the terms of any other paragraph and shall be construed as separate, distinct and independent objects capable of being performed and carried out separately, distinctly and independently of each other. 4. The liability of the Members is limited. 5. The Company's share capital is (pound)400,000,000 divided into (pound)400,000,000 ordinary shares of(pound)1 each./2/ - ----------------- /2/ Amended 10 March, 1998 8 WE, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names. - -------------------------------------------------------------------------------- Names and Address of Subscriber Number of shares taken by each Subscriber - -------------------------------------------------------------------------------- 1. For and on behalf of One Instant Companies Limited 1 Mitchell Lane Bristol BS1 6BU 2. For and on behalf of One Swift Incorporations Limited 1 Mitchell Lane Bristol BS1 6BU -------------------------------- Total shares taken Two - -------------------------------------------------------------------------------- Dated this 1st day of October, 1997 WITNESS to the above Signatures:- Mark Anderson 1 Mitchell Lane Bristol BS1 6BU 9 The Companies Act 1985 -------------------------- A PRIVATE COMPANY LIMITED BY SHARES -------------------------- Articles of Association of F-M UK HOLDING LIMITED (adopted by special resolution on 12 March, 1998) Regulations of the Company 1. The articles comprise these Articles and save insofar as it is modified by these Articles, Table A (which expression means that Table as prescribed by regulations made pursuant to the Companies Act 1985 (the "Act") and in force on the date of incorporation of the Company). 2. Regulations 8, 24, 53, 54, 60-62 (inclusive), 65-69 (inclusive), 73-80 (inclusive), 87, 90, 93, 100 and 118 in Table A do not apply to the Company. Share capital 3. The authorised share capital of the Company is(pounds)400,000,000 divided into 400,000,000 ordinary shares of (pounds)1 each./3/ 4. (1) Subject to paragraph (2) of this Article the directors are authorised pursuant to Section 80(1) of the Act to allot shares up to the amount of the authorised but unissued share capital of the Company from time to time to such persons (including any directors) and on such conditions as they think proper provided that no shares shall be issued at a discount contrary to the Act. (2) The authority conferred upon the directors by Article 4(1) shall expire five years from the date of incorporation of the Company, unless previously revoked, varied or renewed by an Ordinary Resolution of the Company, but upon the expiration of such authority, the Company may resolve by Ordinary Resolution to renew such authority subject to such conditions as the Company may impose. (3) Section 89(1) of the Act is hereby excluded. Variation of rights 5. The rights attached to any existing shares shall not (unless otherwise expressly provided by the terms of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subsequent thereto. - ----------------- /3/ Amended 10 March, 1998. 11 Share certificates 6. In Regulation 6 in Table A there shall be inserted after the word "seal" the following words, namely: "or the official seal of the Company if the Company has a seal, or otherwise executed in such manner as may be permitted by the Act". Lien 7. The Company shall have a first and paramount lien on all the shares registered in the name of any member (whether solely or jointly with others) for all moneys due to the Company from him or his estate, whether solely or jointly with any person (whether a member or not) and whether such moneys are presently payable or not. The Company's lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The directors may at any time resolve that any share shall be exempt, wholly or partly, from the provisions of this Article. Calls on shares 8. The directors may accept from any member the whole or any part of the amount remaining unpaid on any share held by him notwithstanding that no part of that amount has been called up. Transfer of shares 9. The directors may, in their absolute discretion, and without assigning any reason therefor, decline to register any transfer of shares, whether or not it is a fully paid share; provided that the directors shall not be entitled to decline to register any transfer of shares resulting 12 from the enforcement of any security interest created by the Company in favour of a third party./4/ Transmission of shares 10. There shall be inserted at the end of Regulation 31 in Table A the following proviso, namely: "provided always that the directors may at any time give notice requiring any such person to elect either to become or to have another person registered as the holder of the share and if the requirements of the notice are not complied with within 90 days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with". Proceedings at general meetings 11. In paragraph (b) of Regulation 38 in Table A there shall be inserted after the words: "giving that right", the following words, namely: "(or such lesser percentage as may be permitted by the Act and agreed by the members)". 12. In Regulation 40 in Table A the following words shall be added to the end of the second sentence, namely: "Except where the Company is a private Company limited by shares or by guarantee and having one member, in which case the quorum shall be one person, being the member or a proxy for the member or a duly authorised representative of a corporation". 13. In Regulation 41 in Table A there shall be inserted after the words "the directors may determine" the following words, namely: "and if at the adjourned meeting such a quorum - ---------------- /4/ Amended 14 January, 1999. 13 is not present within half an hour from the time appointed for the meeting, one member present in person or by proxy or (being a corporation) by its duly authorised representative shall be a quorum". 14. A poll may be demanded by any member present in person or by proxy or (being a corporation) by its duly authorised representative. Regulation 46 in Table A shall be construed accordingly. 15. A resolution in writing of all the members who would have been entitled to vote upon it if it had been proposed at a general meeting at which they were present shall be as effectual as if it had been passed at a general meeting duly convened and held either: (1) if it consists of an instrument executed by or on behalf of each such member; or (2) if it consists of several instruments in the like form each either: (a) executed by or on behalf of one or more of such members; or (b) sent by or on behalf of one or more of such members by telex or facsimile transmission and deposited or received at the office or received by the secretary. Votes of members 16. Subject to any rights or restrictions as to voting attached to any shares by the terms on which they were issued or by or in accordance with the Articles or otherwise, on a show of hands every member who (being an individual) is present in person or (being a corporation) is present by its duly authorised representative not being himself a member entitled to vote, shall have one vote, and on a poll every member who is present in person or by proxy or (being a corporation) is present by its duly authorised representative shall have one vote for every share of which he is the holder. 14 17. The instrument appointing a proxy shall be in writing in any usual or common form and shall (except in the case of an appointment by telex or a facsimile transmission of an appointment otherwise complying with the requirements of this Article) be executed by the appointor or his attorney duly authorised in writing or in such other form as the directors may approve. A proxy need not be a member of the Company. 18. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed, or a notarially certified copy of such power or authority, shall be deposited or received at the office (or at such other place in the United Kingdom as is specified for that purpose in any instrument of proxy sent by the Company in relation to the meeting) not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or handed to the chairman of the meeting or adjourned meeting, and, in default, the instrument of proxy shall be invalid. Alternate directors 20. (1) A director may by written notice signed by him (except in the case of an appointment by telex or a facsimile transmission of an appointment otherwise complying with the requirements of this Article) and deposited or received at the office or received by the secretary or in such other manner as the directors may approve appoint another director or any other person to be and act as his alternate director. (2) Every alternate director shall (subject to his giving to the Company an address within the United Kingdom at which notices may be given to him) be entitled to 15 notice of meetings of the directors or of committees of directors, and to attend and vote as a director at any such meeting at which the director appointing him is entitled to attend and vote but is not personally present and generally at such meeting to exercise all the powers, rights duties and authorities of the director appointing him. Every alternate director shall also be entitled to sign or, in the case of a telex or facsimile transmission, send on behalf of the director appointing him a resolution in writing of the directors pursuant to Article 28. (3) An alternate director shall neither be an officer of the Company nor entitled to any remuneration from the Company for acting as an alternate director. (4) A director may by written notice signed by him or sent by him by telex or facsimile transmission and deposited or received at the office or received by the secretary or in such other manner as the directors may approve at any time revoke the appointment of an alternate director appointed by him. (5) If a director shall cease to hold the office of director for any reason, the appointment of his alternate director shall thereupon automatically cease. Delegation of directors' powers 21. The following words shall be added at the end of the first sentence of Regulation 72 in Table A, namely: "and may also appoint to any such committee persons who are not directors provided that the chairman and a majority of such committee shall be directors". 16 Retirement, appointment and removal of directors 22. Federal-Mogul Growth BV of Drentestraat 20, 1083 HK Amsterdam, The Netherlands, its successors and assigns, shall have the power from time to time and at any time to appoint any person or persons as a director or directors and to remove from office any director howsoever appointed. Any such appointment or removal shall be effected by an instrument which shall be in writing and shall (except in the case of an appointment or removal by telex or a facsimile copy of an appointment or removal otherwise complying with the requirements of this Article) be executed by Federal-Mogul Growth BV (or its successors or assigns, as the case may be) making the same or by its duly authorized attorney or in such other manner as the directors may approve, and shall take effect upon such appointment or removal being deposited or received at the office or otherwise communicated to the Company at the office or being handed or otherwise communicated to the chairman of a meeting of the directors at which a quorum is present. Disqualification and removal of directors 23. In Regulation 81 in Table A: (1) there shall be inserted after the word "company" in paragraph (d) the following words, namely: ", provided that such action shall be without prejudice to the terms of and to any rights of the Company under any contract between the director and the Company"; and (2) paragraph (e) shall be deleted. 17 Remuneration of directors 24. The following sentence shall be added at the end of Regulation 82 in Table A, namely: "Any director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the directors are in addition to or outside the scope of the ordinary duties of a director (which services shall include, without limitation, visiting or residing abroad in connection with the Company's affairs), may be paid such extra remuneration by way of salary, percentage of profits or otherwise as the directors may determine". Directors' appointments and interests 25. In Regulation 84 in Table A there shall be substituted for the words "shall not be subject to retirement by rotation" the following words, namely: "shall be subject to the same provisions as to resignation and removal as other directors of the Company". Directors' and employees' gratuities and pensions 26. The directors may: (1) establish and maintain, or procure the establishment and maintenance of, any share option or share incentive or profit-sharing schemes or trusts or any non-contributory or contributory pension or superannuation schemes or funds for the benefit of, and may make or give or procure the making or giving of loans, donations, gratuities, pensions, allowances or emoluments (whether in money or money's-worth) to, or to trustees on behalf of, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the 18 Company or of any such other company as aforesaid, and to the wives, husbands, widows, widowers, families and dependants of any such persons; (2) establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of, or to advance the interests and well-being of the Company, or of any such other company as aforesaid, or of any such persons as aforesaid; (3) make payments for or towards policies of assurance on the lives of any such persons and policies of insurance for the benefit of or in respect of any such persons (including insurance against their negligence or breach of duty to the Company) as aforesaid; (4) pay, subscribe or guarantee money to or for any charitable or benevolent objects, or for any exhibition, or for any political, public, general or useful object; and (5) do any of the above things either alone or in conjunction with any such other company as aforesaid. Subject always, if the Act shall so require, to particulars with respect to the proposed payment being disclosed to the members of the Company and to the payment being approved by the Company, any director shall be entitled to participate in and retain for his own benefit any such loan, donation, gratuity, pension, allowance or emolument. Proceedings of directors 27. In Regulation 88 in Table A there shall be substituted for the third sentence the following sentences, namely: "Every director shall be given not less than 48 hours' notice of every 19 meeting of the directors, such notice to be sent to such address as is notified by him to the Company for this purpose or otherwise communicated to him personally. Any director may by notice to the Company either before or after the meeting waive his right to receive notice of the meeting and any director who either: (1) is present at the commencement of a meeting whether personally or by his alternate director; or (2) does not, within seven days following its coming to his attention that a meeting has taken place without prior notice of such meeting having been given to him pursuant to this Regulation, notify the Company that he desires the proceedings at such meeting to be regarded as a nullity, shall be deemed hereafter to have waived his right to receive notice of such meeting pursuant to this Regulation". 28. The following sentence shall be substituted for the final sentence of Regulation 89 in Table A, namely: "For the purpose of determining whether a quorum exists for the transaction of the business of the board of directors: (1) in the case of a resolution of directors, who would (if attending a meeting) comprise a quorum, who are in telephonic communication with one another, any such resolution shall be as valid and effectual as if passed at a meeting of the board of directors duly convened and held; 20 (2) in the case of a meeting of the board of directors, in addition to the directors present at the meeting, any director in telephonic communication with such meeting shall be counted in the quorum and entitled to vote; and (3) any person attending a meeting of the board, or in telephonic communication with such a meeting, who is both a director and is acting as an alternate director for one or more of the directors shall, for the purposes of the quorum, be counted as one for each such person for whom he is acting as an alternate director and, if applicable, also be counted as a director, but not less than two individuals shall constitute a quorum". 29. A resolution in writing of all the directors or all the members of a committee of directors shall be as effectual as if it has been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held either: (1) if it consists of an instrument executed by or on behalf of each such director or committee member; or (2) if it consists of several instruments in the like from each either: (a) executed by or on behalf of one or more of such directors or committee members; or (b) sent by or on behalf of one or more of such directors or committee members by telex or facsimile transmission and deposited or received at the office or received by the secretary. 21 30. Subject to any requisite declaration of interest in accordance with the provisions of the Act and (if applicable) Regulation 85 in Table A having been made by him a director may vote as a director in regard to any transaction or arrangement in which he is interested, or upon any matter arising therefrom and Regulation 94 in Table A shall be construed subject to this provision. 31. In Regulation 97 in Table A: (1) there shall be inserted after the words "the appointment" the following words, namely: "or the terms of appointment"; and (2) the following words shall be deleted, namely: "and be counted in the quorum" and there shall be inserted after the words "his own appointment" the following words, namely: "and shall be counted in the quorum in respect of each resolution including that concerning his own appointment, and Regulation 95 shall be construed subject to this provision." Minutes 32. The directors shall cause minutes to be made in books kept for the purpose: (1) of all appointments of officers and alternate directors made by the directors; and (2) of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, of the directors, and of committees of directors, including the names of the persons present at each such meeting. 22 The seal 33. In Regulation 101 of the Table, there shall be substituted for the first sentence the following sentence, namely: "The Company need not have a seal but if the Company does have a seal, the seal shall only be used by the authority of the directors or of a committee of directors authorised by the directors". 34. The Company is authorised pursuant to Section 39 of the Act for so long as its objects require or comprise the transaction of business in foreign countries to have an official seal for use in any territory, district, or place elsewhere than in the United Kingdom. Notices 35. In Regulation 112 of Table A, the final sentence shall be deleted and the following words shall be inserted at the end of the first sentence, namely: "or by sending it by telex or facsimile transmission to such telex or facsimile number as the member shall have given to the Company for the purpose". 36. In Regulation 115 of Table A, there shall be inserted: (1) after the words: "prepaid and posted", the following words, namely: "or that a notice was properly sent by telex or facsimile transmission"; and (2) after the words: "was posted" the following words, namely "or after the time at which it was sent by telex or facsimile transmission". Indemnity 37. Subject to the provisions of the Act, every director, other officer or auditor of the Company or person acting as an alternate director shall be entitled to be indemnified out 23 of the assets of the Company against all costs, charges, expenses, losses or liabilities which he may sustain or incur in or about the execution of his duties to the Company or otherwise in relation thereto. 24 - -------------------------------------------------------------------------------- Names and Address of Subscriber Number of shares taken by each Subscriber - -------------------------------------------------------------------------------- 1. For and on behalf of One Instant Companies Limited 1 Mitchell Lane Bristol BS1 6BU 2. For and on behalf of One Swift Incorporations Limited 1 Mitchell Lane Bristol BS1 6BU ------------------------ Total shares taken Two - -------------------------------------------------------------------------------- Dated this 1st day of October, 1997 WITNESS to the above Signatures:- Mark Anderson 1 Mitchell Lane Bristol BS1 6BU 25 EX-3.20 3 FEDERAL MOGUL IGNITION COMPANY'S CERTIFICATE Exhibit 3.20 CERTIFICATE OF OWNERSHIP AND MERGER MERGING FEDERAL-MOGUL INTERAMERICANA, LTD. WITH AND INTO FEDERAL-MOGUL IGNITION COMPANY Pursuant to Section 253 of the Delaware General Corporation Law (the "Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation was incorporated and duly organized pursuant to the Code and is validly existing as a Delaware corporation. SECOND: That the Corporation owns all of the issued and outstanding shares of common stock of Federal-Mogul Interamericana, Ltd., a Delaware corporation (the "Subsidiary"). The Subsidiary does not have any other class or series of capital stock outstanding. THIRD: That the Corporation, by resolutions duly adopted by its Board of Directors on the 20th day of November, 1998, determined, pursuant to Section 253 of the Code, to merge the Subsidiary with and into the Corporation and to assume all of the Subsidiary's obligations, and that a copy of said resolutions and the conditions set forth in such resolutions are in the form hereinafter set forth: WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to merge its wholly-owned subsidiary, Federal-Mogul Interamericana, Ltd., a Delaware corporation ("Interamericana"), with and into the Corporation, and to have Interamericana's's separate existence cease and terminate, and to conduct the business of Interamericana and assume all of the obligations of Interamericana (collectively with the other mergers stated herein, the "Mergers"); NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and approved in all respects, and the officers of the Corporation be, and each (acting alone) hereby is, authorized and empowered in the name of and on behalf of the Corporation to take or cause to be taken all such actions and to sign, execute, verify, acknowledge, certify to, file and deliver all such instruments and documents, as shall be in the judgment of any such officer, necessary, desirable or appropriate in order to effectuate the Mergers and to perform the obligations of the Corporation under the laws of the State of Delaware and any other state required for the Mergers and as a result of the Mergers, including, but not limited to, filing a Certificate of Ownership and Merger with the Delaware Secretary of State, and any and all documents necessary in jurisdictions of foreign qualification; and 1 BE IT FURTHER RESOLVED, that any and all prior actions taken by the officers of the Corporation or an agent or employee of the Corporation under the direction of such officer in connection with the actions authorized in the above resolutions hereby are ratified, confirmed, authorized and approved in all respects. FOURTH: That the Subsidiary shall merge with and into the Corporation, whereupon the Subsidiary shall cease to exist and the Corporation shall be the surviving entity of such Merger, and the Corporation shall assume all of the obligations of the Subsidiary. FIFTH: This Certificate of Ownership and Merger shall be effective as of December 31, 1998. IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul Ignition Company has executed this Certificate of Ownership and Merger on behalf of the surviving corporation, this 20th day of November, 1998. FEDERAL-MOGUL IGNITION COMPANY By: /s/ David A. Bozynski ---------------------------------- Name: David A. Bozynski Title: Vice President and Treasurer 2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING FEDERAL-MOGUL A & S COMPANY WITH AND INTO FEDERAL-MOGUL IGNITION COMPANY Pursuant to Section 253 of the Delaware General Corporation Law (the "Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation was incorporated and duly organized pursuant to the Code and is validly existing as a Delaware corporation. SECOND: That the Corporation owns all of the issued and outstanding shares of common stock of Federal-Mogul A & S Company, a Delaware corporation (the "Subsidiary"). The Subsidiary does not have any other class or series of capital stock outstanding. THIRD: That the Corporation, by resolutions duly adopted by its Board of Directors on the 20th day of November, 1998, determined, pursuant to Section 253 of the Code, to merge the Subsidiary with and into the Corporation and to assume all of the Subsidiary's obligations, and that a copy of said resolutions and the conditions set forth in such resolutions are in the form hereinafter set forth: WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to merge its wholly-owned subsidiary, Federal-Mogul A & S Company, a Delaware corporation ("A & S"), with and into the Corporation, and to have A & S' separate existence cease and terminate, and to conduct the business of A & S and assume all of the obligations of A & S (collectively with the other mergers stated herein, the "Mergers"); NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and approved in all respects, and the officers of the Corporation be, and each (acting alone) hereby is, authorized and empowered in the name of and on behalf of the Corporation to take or cause to be taken all such actions and to sign, execute, verify, acknowledge, certify to, file and deliver all such instruments and documents, as shall be in the judgment of any such officer, necessary, desirable or appropriate in order to effectuate the Mergers and to perform the obligations of the Corporation under the laws of the State of Delaware and any other state required for the Mergers and as a result of the Mergers, including, but not limited to, filing a Certificate of Ownership and Merger with the Delaware Secretary of State, and any and all documents necessary in jurisdictions of foreign qualification; and 1 BE IT FURTHER RESOLVED, that any and all prior actions taken by the officers of the Corporation or an agent or employee of the Corporation under the direction of such officer in connection with the actions authorized in the above resolutions hereby are ratified, confirmed, authorized and approved in all respects. FOURTH: That the Subsidiary shall merge with and into the Corporation, whereupon the Subsidiary shall cease to exist and the Corporation shall be the surviving entity of such Merger, and the Corporation shall assume all of the obligations of the Subsidiary. FIFTH: This Certificate of Ownership and Merger shall be effective as of December 31, 1998. IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul Ignition Company has executed this Certificate of Ownership and Merger on behalf of the surviving corporation, this 20th day of November, 1998. FEDERAL-MOGUL IGNITION COMPANY By: /s/ David A. Bozynski --------------------------------------- Name: David A. Bozynski Title: Vice President and Treasurer 2 CERTIFICATE OF OWNERSHIP AND MERGER MERGING FEDERAL-MOGUL CHESTERFIELD, INC. WITH AND INTO FEDERAL-MOGUL IGNITION COMPANY Pursuant to Section 253 of the Delaware General Corporation Law (the "Code"), the undersigned, Federal-Mogul Ignition Company, a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation was incorporated and duly organized pursuant to the Code and is validly existing as a Delaware corporation. SECOND: That the Corporation owns all of the issued and outstanding shares of common stock of Federal-Mogul Chesterfield, Inc., a Delaware corporation (the "Subsidiary"). The Subsidiary does not have any other class or series of capital stock outstanding. THIRD: That the Corporation, by resolutions duly adopted by its Board of Directors on the 20th day of November, 1998, determined, pursuant to Section 253 of the Code, to merge the Subsidiary with and into the Corporation and to assume all of the Subsidiary's obligations, and that a copy of said resolutions and the conditions set forth in such resolutions are in the form hereinafter set forth: WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to merge its wholly-owned subsidiary, Federal-Mogul Chesterfield, Inc., a Delaware corporation ("Chesterfield"), with and into the Corporation, and to have Chesterfield's separate existence cease and terminate, and to conduct the business of Chesterfield and assume all of the obligations of Chesterfield (collectively with the other mergers stated herein, the "Mergers"); NOW THEREFORE, BE IT RESOLVED, that the Mergers are authorized and approved in all respects, and the officers of the Corporation be, and each (acting alone) hereby is, authorized and empowered in the name of and on behalf of the Corporation to take or cause to be taken all such actions and to sign, execute, verify, acknowledge, certify to, file and deliver all such instruments and documents, as shall be in the judgment of any such officer, necessary, desirable or appropriate in order to effectuate the Mergers and to perform the obligations of the Corporation under the laws of the State of Delaware and any other state required for the Mergers and as a result of the Mergers, including, but not limited to, filing a Certificate of Ownership and Merger with the Delaware Secretary of State, and any and all documents necessary in jurisdictions of foreign qualification; and 1 BE IT FURTHER RESOLVED, that any and all prior actions taken by the officers of the Corporation or an agent or employee of the Corporation under the direction of such officer in connection with the actions authorized in the above resolutions hereby are ratified, confirmed, authorized and approved in all respects. FOURTH: That the Subsidiary shall merge with and into the Corporation, whereupon the Subsidiary shall cease to exist and the Corporation shall be the surviving entity of such Merger, and the Corporation shall assume all of the obligations of the Subsidiary. FIFTH: This Certificate of Ownership and Merger shall be effective as of December 31, 1998. IN WITNESS WHEREOF, the undersigned authorized officer of Federal-Mogul Ignition Company has executed this Certificate of Ownership and Merger on behalf of the surviving corporation, this 20th day of November, 1998. FEDERAL-MOGUL IGNITION COMPANY By: /s/ Thomas W. Ryan -------------------------------- Name: Thomas W. Ryan Title: Vice President 2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Champion Spark Plug Company, 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 said Corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation: RESOLVED, that the Certificate of Incorporation of Champion Spark Plug Company be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: "The name of the Corporation is: Federal-Mogul Ignition Company." SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by David M. Sherbin, its Assistant Secretary, this 29th day of October, 1998. /s/ David M. Sherbin ----------------------------- By: David M. Sherbin Title: Assistant Secretary 1 CERTIFICATE OF OWNERSHIP AND MERGER OF LIVINGSTON INDUSTRIES, INC. INTO CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That this Corporation was incorporated on December 5, 1938 pursuant to the General Corporation Law of the State of Delaware. SECOND: That the outstanding shares of Livingston Industries, Inc. total 8,600, and that this Corporation owns all of the outstanding shares of Livingston Industries, Inc., a corporation incorporated on January 27, 1971, pursuant to the General Corporation Law of the State of California. THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members and filed with the minutes of the Board as of the 25th day of November, 1991, determined to merge into itself said Livingston Industries, Inc.: RESOLVED, that it is deemed advisable to merge Livingston Industries, Inc. into this Corporation upon the terms of the Merger Agreement attached hereto as Exhibit A; and FURTHER RESOLVED, that said Merger Agreement and the merger provided for therein be and they hereby are approved; and FURTHER RESOLVED, that the proper officers of this Corporation be and they hereby are authorized and directed to execute said Merger Agreement; and FURTHER RESOLVED, that the merger be effective as of the close of business on December 31, 1991; and FURTHER RESOLVED, that the proper officers of this Corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth (i) a copy of these resolutions to merge into this Corporation said Livingston Industries, Inc. and assume its liabilities and obligations, and (ii) the date of adoption hereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy to be recorded 1 in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this certificate to be signed by D. Bradley McWilliams, its Vice President, and attested by Karen E. Herbert, its Assistant Secretary, as of the 25th day of November, 1991. CHAMPION SPARK PLUG COMPANY (Corporate Seal) ATTEST By /s/ D. Bradley McWilliams ----------------------------- D. Bradley McWilliams Vice President By /s/ Karen E. Herbert ----------------------------- Karen E. Herbert Assistant Secretary 2 EXHIBIT A MERGER AGREEMENT MERGER AGREEMENT made as of the 25th day of November, 1991 by and between Champion Spark Plug Company, a corporation of the State of Delaware (hereinafter referred to as the "Surviving Corporation"), and Livingston Industries, Inc., a corporation of the State of California (hereinafter referred to as the "Merging Corporation"). WHEREAS, the Surviving Corporation owns all of the outstanding stock of the Merging Corporation and the directors of the Surviving Corporation and the Merging Corporation believe that it will be in the best interests of each corporation that the Merging Corporation be merged into the Surviving Corporation; NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the Surviving Corporation and the Merging Corporation hereby agree as follows: 1. The Merging Corporation shall merge into the Surviving Corporation, and upon the effective date of such merger, as hereinafter specified, the Merging Corporation shall cease to exist and shall no longer exercise its powers, privileges and franchises. The Surviving Corporation shall succeed to the property and assets of and exercise all the powers, privileges and franchises of the Merging Corporation and shall assume and be liable for all of the debts and liabilities, if any, of the Merging Corporation. 2. The shares of stock of the Merging Corporation shall not be converted into shares of the Surviving Corporation, but shall be canceled and the authorized capital stock of the Surviving Corporation shall not be changed, but shall be and remain as before the merger. 3. The state of incorporation of the Surviving Corporation shall be and remain the State of Delaware. 4. The officers and directors of the Surviving Corporation shall be the same officers and directors in office immediately prior to the merger. 5. The name of the Surviving Corporation, upon the effective date of the merger, shall be "Champion Spark Plug Company." 6. All provisions of the existing certificate of incorporation of the Surviving Corporation as in effect immediately prior to the merger and on file with the Secretary of State of Delaware shall constitute the certificate of incorporation of the Surviving Corporation until the same shall be properly altered, amended or repealed. 1 7. The bylaws of the Surviving Corporation as in effect immediately prior to the merger shall be and constitute the bylaws of the Surviving Corporation until the same shall be properly altered, amended or repealed. 8. Each of the Merging Corporation and the Surviving Corporation shall take or cause to be taken, all action, or do or cause to be done, all things necessary, proper or advisable under the laws of the States of California and Delaware, to consummate and make effective the merger. 9. If at any time the Surviving Corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title and property or rights of the Merging Corporation, the proper officers and directors of the Merging Corporation shall execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Merger Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Merging Corporation, or otherwise, to take any and all such action. 10. This Merger Agreement has been duly authorized by the Board of Directors of the Surviving Corporation and the Merging Corporation in accordance with the laws of the States of California and Delaware and is signed and sealed by the duly authorized officers of each such corporation a party hereto as of the day and year first above written. 11. No consent of the shareholders of either of the Merging Corporation or the Surviving Corporation is required under applicable law to authorize the merger. 12. The merger shall be effective as of the close of business on December 31, 1991. CHAMPION SPARK PLUG COMPANY LIVINGSTON INDUSTRIES, INC. By /s/ D. Bradley McWilliams By /s/ E. Daniel Leightman -------------------------- --------------------------- D. Bradley McWilliams E. Daniel Leightman Vice President Vice President By /s/ Karen Herbert By /s/ Diane K. Schumacher --------------------------- --------------------------- Karen Herbert Diane K. Schumacher Assistant Secretary Secretary 2 CERTIFICATE OF OWNERSHIP AND MERGER OF IOWA INDUSTRIES, INC. INTO CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: FIRST: That this Corporation was incorporated on December 5, 1938 pursuant to the General Corporation Law of the State of Delaware. SECOND: That this Corporation owns all of the outstanding shares of Iowa Industries, Inc., a corporation incorporated on December 23, 1955 pursuant to the General Corporation Law of the State of Delaware. THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members and filed with the minutes of the Board as of the 31st of March, 1991, determined to merge and did merge into itself said Iowa Industries, Inc.: RESOLVED, That it is deemed advisable to merge Iowa Industries, Inc. into this Corporation upon the terms of the Merger Agreement attached hereto as Exhibit A; and FURTHER RESOLVED, That said Merger Agreement and the merger provided for therein be and they hereby are approved; and FURTHER RESOLVED, That the proper officers of this Corporation be and they hereby are authorized and directed to execute said Merger Agreement; and FURTHER RESOLVED, That the merger be effective as of March 31, 1991; and FURTHER RESOLVED, That the proper officers of this Corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth (i) a copy of these resolutions to merge into this Corporation said Iowa Industries, Inc. and assume its liabilities and obligations, and (ii) the date of adoption hereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy to be recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things 1 whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this certificate to be signed by D. Bradley McWilliams, its Vice President, and attested by Diane K. Schumacher, its Secretary, as of the 31st day of March, 1991. CHAMPION SPARK PLUG COMPANY (Corporate Seal) ATTEST By /s/ D. Bradley McWilliams -------------------------------- D. Bradley McWilliams Vice President By /s/ Diane K. Schumacher ------------------------------- Diane K. Schumacher Secretary 2 EXHIBIT A MERGER AGREEMENT MERGER AGREEMENT made as of the 31st day of March, 1991 by and between Champion Spark Plug Company, a corporation of the State of Delaware (hereinafter referred to as the "Surviving Corporation"), and Iowa Industries, Inc., a corporation of the State of Delaware (hereinafter referred to as the "Merging Corporation"). WHEREAS, the Surviving Corporation owns all of the outstanding stock of the Merging Corporation and the directors of the Surviving Corporation and the Merging Corporation believe that it will be in the best interests of each corporation that the Merging Corporation be merged into the Surviving Corporation; NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the Surviving Corporation and the Merging Corporation hereby agree as follows: 1. The Merging Corporation shall merge into the Surviving Corporation, and upon the effective date of such merger, as hereinafter specified, the Merging Corporation shall cease to exist and shall no longer exercise its powers, privileges and franchises. The Surviving Corporation shall succeed to the property and assets of and exercise all the powers, privileges and franchises of the Merging Corporation and shall assume and be liable for all of the debts and liabilities, if any, of the Merging Corporation. 2. The shares of stock of the Merging Corporation shall not be converted into shares of the Surviving Corporation, but shall be canceled and the authorized capital stock of the Surviving Corporation shall not be changed, but shall be and remain as before the merger. 3. The state of incorporation of the Surviving Corporation shall be and remain the State of Delaware. 4. The officers and directors of the Surviving Corporation shall be the same officers and directors in office immediately prior to the merger. 5. The name of the Surviving Corporation, upon the effective date of the merger, shall be "Champion Spark Plug Company." 6. All provisions of the existing certificate of incorporation of the Surviving Corporation as in effect immediately prior to the merger and on file with the Secretary of State of Delaware shall constitute the certificate of incorporation of the Surviving Corporation until the same shall be properly altered, amended or repealed. 1 7. The bylaws of the Surviving Corporation as in effect immediately prior to the merger shall be and constitute the bylaws of the Surviving Corporation until the same shall be properly altered, amended or repealed. 8. Each of the Merging Corporation and the Surviving Corporation shall take or cause to be taken, all action, or do or cause to be done, all things necessary, proper or advisable under the laws of the State of Delaware, to consummate and make effective the merger. 9. If at any time the Surviving Corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title and property or rights of the Merging Corporation, the proper officers and directors of the Merging Corporation shall execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Merger Agreement, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of the Merging Corporation, or otherwise, to take any and all such action. 10. This Merger Agreement has been duly authorized by the Board of Directors of the Surviving Corporation and the Merging Corporation in accordance with the laws of the State of Delaware and is signed and sealed by the duly authorized officers of each such corporation a party hereto as of the day and year first above written. 11. No consent of the shareholders of either of the Merging Corporation or the Surviving Corporation is required under applicable law to authorize the merger. 12. The merger shall be effective as of March 31, 1991. CHAMPION SPARK PLUG COMPANY IOWA INDUSTRIES, INC. By /s/ D. Bradley McWilliams By /s/ E. Daniel Leightman ------------------------------ ---------------------------- D. Bradley McWilliams E. Daniel Leightman Vice President Vice President 2 CERTIFICATE OF MERGER OF SPARK PLUG ACQUISITION COMPANY INTO CHAMPION SPARK PLUG COMPANY The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION Spark Plug Acquisition Company Delaware Champion Spark Plug Company Delaware SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware. THIRD: The name of the surviving corporation of the merger is Champion Spark Plug Company. FOURTH: That from and after the effective date of the merger the Certificate of Incorporation shall be amended in full as follows: "1. The name of the corporation is: CHAMPION SPARK PLUG COMPANY 1 2. The address of its registered office in the State of Delaware is Corporate 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 of 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 Two Thousand (2,000), of which stock One Thousand (1,000) shares of the par value of One Cent ($.01) each, amounting in the aggregate to Ten Dollars ($10.00) shall be Common stock and of which One Thousand (1,000) shares of the par value of One Cent ($.01) each, amounting in the aggregate to Ten Dollars ($10.00) shall be Preferred stock. 5. The board of directors is authorized to make, alter or repeal the by- laws of the corporation. Election of directors need not be by written ballot. 6. The name and place of residence of each of the incorporators are as follows: L. E. Gray Wilmington, Delaware L. H. Herman Wilmington, Delaware Walter Lenz Wilmington, Delaware 7(a) Any person who was or is 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 an improper personal benefit. This Section 7(a) shall not eliminate or limit the liability of a director for any act or omission occurring prior to the adoption of this Article 7. 7(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, 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 2 or proceedings, had no reasonable cause to believe his 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 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 reasonable cause to believe that his conduct was unlawful. 7(c) 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 complete action or suit by or in the right of a corporation to procure a judgment in its favor by reason of the fact that he is or was an officer, director, 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 Delaware 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 in fairly and reasonably entitled to indemnity for such expenses to which the Delaware Court of Chancery or other court shall deem proper. 7(d) Any indemnification under Section (b) and (c) of this Article 7 (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, officer, employee or agent is proper in the circumstances because he had met the applicable standard of conduct set forth in the Sections (b) and (c) of this Article 7. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. 7(e) The corporation shall pay in advance expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding 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 (i) to cooperate reasonably with the corporation in the defense of such action, suit or proceeding and (ii) to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article 7. 7(f) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 7 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The obligation of the corporation to indemnify and to advance expenses to any director, officer, employee or agent of the corporation pursuant to the 3 provisions of this Article 7 shall irrevocably accrue as of the time of the acts of the director, officer, employee or agent which give rise to action, suit or proceeding for which indemnification is sought. 7(g) The rights of indemnification provided by this Article 7 shall not be exclusive of any other rights to which any person may be entitled under any law, agreement, vote of disinterested directors or otherwise." FIFTH: That the executed agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 900 Upton, Toledo, Ohio 43607. SIXTH: That a copy of the Plan and Agreement of Merger will be furnished by the surviving corporation, on request and without cost to any stockholder of any constituent corporation. SEVENTH: This Certificate of Merger shall be effective on July 24, 1989. Dated: July 24, 1989 ------------------ CHAMPION SPARK PLUG COMPANY By: /s/ C. Baker Cunningham --------------------------- C. Baker Cunningham President ATTEST: By: /s/ Diane K. Schumacher ----------------------------------- Diane K. Schumacher, Secretary 4 CERTIFICATE OF OWNERSHIP AND MERGER MERGING SPM INC. INTO CHAMPION SPARK PLUG COMPANY * * * * * * Champion Spark Plug Company, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 5th day of December, 1938, pursuant to the General Corporation Law of the State of Delaware. SECOND: That this corporation owns all outstanding shares of capital stock of SPM Inc., a corporation incorporated on the 28th day of April, 1986, pursuant to the General Corporation Law of the State of Delaware. THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the Unanimous Written Consent of its members, dated as of August 12, 1988, and filed with the minutes of the Board, determined to merge into itself said SPM Inc.: RESOLVED, that this Corporation merger into itself SPM Inc., a Delaware corporation wholly-owned by this Corporation, and that in connection therewith this Corporation assume all of the liabilities and obligations of SPM Inc. FURTHER RESOLVED, such merger shall be effective at 12:00 A.M. on September 1, 1988. FURTHER RESOLVED, that the proper officers of this Corporation be, and they each hereby are, authorized and directed to make and execute a Certificate of 1 Ownership and Merger setting forth a copy of the resolutions to merge S P M Inc. with and into this Corporation and to assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all such further acts and things, whether within or without the State of Delaware, which may be necessary appropriate or advisable to effect such merger. FIFTH: That the effective time of this Certificate of Ownership and Merger, and the time at which the merger herein provided shall become effective, shall be 12:00 A.M. on September 1, 1988. SIXTH: That anything herein or elsewhere to the contrary notwithstanding the merger herein provided may be amended or terminated and abandoned by the Board of Directors of this corporation at any time prior to the date of filing of this Certificate of Merger with the Secretary of State of Delaware. IN WITNESS WHEREOF, Champion Spark Plug Company has caused this Certificate of Ownership and Merger to be signed by Thomas G. Kress, its Vice President, and attested by John A. Garwood, its Secretary, this 24th day of August, 1988. CHAMPION SPARK PLUG COMPANY By: /s/ Thomas G. Kress ---------------------------------- Thomas G. Kress, Vice President ATTEST: /s/ John A. Garwood - --------------------------- John A. Garwood, Secretary 2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of CHAMPION SPARK PLUG COMPANY Pursuant to Section 151 of the General Corporation Law of the State of Delaware Champion Spark Plug Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: That pursuant to the authority conferred upon the Board of Directors by the Amended Certificate of Incorporation of the Corporation, the Board at a meeting duly called and held on December 11, 1987, at which a quorum was present and acting throughout, adopted the following resolution creating a series of 800,000 shares of Series A Junior Participating Preferred Stock: RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Amended Certificate of Incorporation, a series of Preferred Stock of this Corporation, without par value, be and hereby is created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Series A Junior Participating Preferred Stock: Section 1. Designation and Amount. The shares of such series ---------------------- shall be designated as "Series A Junior Participating Preferred Stock" (hereinafter called "Series A Preferred Stock"), and the number of shares constituting such series shall be 800,000. Section 2. Dividends and Distributions. --------------------------- (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking senior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock with a par value of 30c per share (the "Common Stock") of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share 1 (rounded to the nearest cent), equal to the greater of (a) $5.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after December 11, 1987 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) or the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in share of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date, and the next subsequent Quarterly Dividend Payment Date, a dividend of $5.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 50 days prior to the date fixed for the payment thereof. 2 Section 3. Liquidated, Dissolution or Winding Up. Upon any voluntary ------------------------------------- or involuntary liquidation, dissolution or winding up of the Corporation, no distribution or payment shall be made (a) to the holders of Common Stock or any other shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such party stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (a) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 4. Consolidation, Merger, etc. In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 5. No Redemption. The shares of Series A Preferred Stock shall ------------- not be redeemable. 3 Section 6. Fractional Shares. The Corporation may issue fractions ----------------- and certificates representing fractions of a share of Series A Preferred Stock in integral multiples of one one-hundredths of a share of Series A Preferred Stock, or in lieu thereof, at the election of the Board of Directors of the Corporation at the time of the first issue of any shares of Series A Preferred Stock, evidence such fractions by depositary receipts, pursuant to an appropriate agreement between the Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences of Series A Preferred Stock. In the event that fractional shares of Series A Preferred Stock are issued, the holders thereof shall have all the rights provided herein for the holders of full shares of Series A Preferred Stock in the proportion which such fraction bears to a full share. Section 7. Voting Rights. The holders of shares of Series A ------------- Preferred Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Preferred Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series A Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors. (ii) During any default period, such voting right of the holders of Series A Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) 4 of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Preferred ---- ----- Stock. (iii) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the President, a Vice-President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this paragraph (C) (iii) shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 7) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the 5 holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 7 (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (D) Except as set forth herein, or as required by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 8. Certain Restrictions. -------------------- (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Sock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire share of any such junior stock in exchange for share of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or 6 (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 8 purchase or otherwise acquire such shares at such time and in such manner. Section 9. Reacquired Shares. Any shares of Series A Preferred ----------------- Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 10. Ranking. The Series A Preferred Stock shall rank ------- junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 11. Amendment. The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting separately as a class. IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Vice President and Chief Financial Officer and attested by its Secretary this 4th day of January, 1988. /s/ Thomas G. Kress ----------------------------------- Thomas G. Kress Vice President and Chief Financial Officer Attest: /s/ John A. Garwood - ------------------- John A. Garwood Secretary 7 CERTIFICATE OF AMENDMENT ------------------------ OF -- CERTIFICATE OF INCORPORATION ---------------------------- OF -- CHAMPION SPARK PLUG COMPANY --------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware. Champion Spark Plug Company (hereinafter called 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 the corporation at a meeting duly held adopted the resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation, as heretofore amended: RESOLVED, that in the judgment of this Board it is advisable that ARTICLE FOURTEENTH of the Certificate of Incorporation of this corporation be amended to read as follows: FOURTEENTH: (a) Any person who was or is 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 violating of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This Section (a) of Article Fourteenth shall not eliminate or limit the liability of a director any act or omission occurring prior to the adoption of this Article Fourteenth. 1 (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, 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 proceedings, had no reasonable cause to believe his 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 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 reasonable cause to believe that his conduct was unlawful. (c) 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 a corporation to procure a judgment in its favor by reason of the fact that he is or was an officer, director, 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 the 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 2 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 Delaware 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 indemnity for such expenses to which the Delaware Court of Chancery or other court shall deem proper. (d) Any indemnification under Sections (b) and (c) of this Article Fourteenth (unless ordered by a court) shall be made by the corporation only as authorized in specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections (b) and (c) of this Article Fourteenth. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors or directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. (e) The corporation shall pay in advance expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding 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 (i) to cooperate reasonably with the corporation in the defense of such action, suit or proceeding and (ii) to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article Fourteenth. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, this 3 Article Fourteenth shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. The obligation of the corporation to indemnify and to advance expenses to any director, officer, employee or agent of the corporation pursuant to the provisions of this Article Fourteenth shall irrevocably accrue as of the time of the acts of the director, officer, employee or agent which give rise to action, suit or proceeding for which indemnification is sought. (g) The rights of indemnification provided by this Article Fourteenth shall not be exclusive of any other rights to which any person may be entitled under any law, agreement, vote of disinterested directors or otherwise. SECOND: That the amendment hereinbefore set forth in this Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. THIRD: That the capital of the corporation will not be reduced under or by reason of the amendment hereinbefore set forth in this Certificate. 4 IN WITNESS WHEREOF, Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its President and its Secretary this 23rd day of June, 1987. CHAMPION SPARK PLUG COMPANY By /s/ O. Lee Henry -------------------------- O. Lee Henry, President ATTEST: SEAL /s/ J.A. Garwood ---------------------------- J. A. Garwood, Secretary 5 STATE OF OHIO ) ) ss: COUNTY OF LUCAS ) Be it remembered that on this 23rd day of June, 1987 personally came before me Dorothy Schimmel, a Notary Public in and for the county and state aforesaid, O. Lee Henry and J. A. Garwood, President and Secretary of a corporation in the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such and they, the said O. Lee Henry and J. A. Garwood as such President and Secretary duly executed the said Certificate before me and acknowledged the said Certificate to be their act and deed and act and deed of said corporation and the facts stated therein are true; that the signatures of said President and Secretary of the said corporation to said foregoing Certificate are in the handwriting of the said President and Secretary of said corporation, respectfully, and that the seal affixed to said Certificate is the common or corporation seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of the office the day and year aforesaid. /s/ Dorothy Schimmel -------------------------------- Notary Public 6 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHAMPION SPARK PLUG COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware. Champion Spark Plug Company (hereinafter called 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 the corporation at a meeting duly held adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation, as heretofore amended: RESOLVED, that in the judgment of this Board it is advisable that ARTICLE FOURTH of the Certificate of Incorporation of this corporation be amended to read as follows: FOURTH. The total number of shares of ------ all classes of stock that the Company shall have authority to issue is eighty-five million (85,000,000) shares which are divided into two classes as follows: Five million (5,000,000) shares of preferred stock without par value. Eighty million (80,000,000) shares of Common Stock with a par value of 30c per share. The Board of Directors is authorized to issue the shares of the preferred stock in one or more series at such time or times as the Board of Directors by resolution may determine. The Board of 1 Directors is further authorized to issue such preferred shares with such voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall be provided in the resolution of the Board of Directors providing for the issuance of such preferred stock. RESOLVED, that in the judgment of this Board it is advisable that the Certificate of Incorporation of this corporation be amended to include an ARTICLE FIFTEENTH to read as follows: FIFTEENTH. In addition to the --------- requirements of applicable state law, and other provisions of these Articles: (a) The affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of voting Common Stock not Beneficially Owned by Controlling Persons shall be required for the approval of a Business Combination unless: (1) The Business Combination will result in an involuntary sale, redemption, cancellation or other termination of ownership of all shares of voting Common Stock of this Corporation owned by stockholders who do not vote in favor of the Business Combination and the cash or fair value of other readily marketable consideration to be received by such stockholders for such shares shall at least be equal to the Minimum Price Per Share, and a proxy statement responsive to the requirements of the Securities Exchange Act of 1934 shall be mailed to the stockholders of this Corporation for the purpose of soliciting stockholder approval of the Business Combination; or (2) The Board of Directors of this Corporation shall by resolution adopted at a meeting of the Board of Directors by the affirmative vote of at least two-thirds of the Continuing Directors then in office have approved the Business Combination as being in the best interest of the Corporation. (b) Solely for the purpose of this Article, the following definitions shall apply: 2 (1) "Affiliate" shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under control with another Person. (2) "Associate" shall mean: (i) any corporation or organization of which a Person is an officer or partner or is, directly or indirectly, the Beneficial Owner of five percent (5%) or more of any class of equity securities, (ii) any trust or other estate in which a Person serves as trustee or in a similar fiduciary capacity; or (iii) the immediate family of a Person, including, without limitation, a spouse, parents, children (even if of legal age and living independently), siblings, fathers and mothers-in-law, sons, and daughters-in-law, and brothers and sisters-in-law. (3) "Beneficial Ownership" shall include without limitation: (i) all shares directly or indirectly owned by a Person, by an Affiliate of such Person or by an Associate of such Person or such Affiliate; (ii) all shares which such Person, Affiliate or Associate has the right to acquire (a) through the exercise of any option, warrant or right (whether or not currently exercisable), (b) through the conversion of a security, (c) pursuant to the power to revoke a trust, discretionary account or similar arrangement, or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement; and (iii) all shares as to which such Person, Affiliate or Associate directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (including without limitation any written or unwritten agreements to act in concert but specifically excluding any participation agreement, arrangement, understanding or relationship between or among any two or more commercial banks made or established in connection with and furtherance of a bona fide lending arrangement with this Corporation and/or one or more subsidiaries) has or shares voting power (which includes the power to vote or to direct the voting of such shares) or investment power (which includes the 3 power to dispose or to direct the disposition of such shares) or both. (4) "Business Combination" shall mean: (i) any merger of this Corporation with or into a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate; (ii) any sale, lease, exchange, transfer or other disposition, including without limitation a mortgage or other security device, of all or any Substantial Part of the assets of this Corporation, including without limitation any voting securities of a Subsidiary, or of a Subsidiary, to or with a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate; (iii) any merger into this Corporation, or into a Subsidiary, of a Controlling Person or an Affiliate of a Controlling Person or an Associate of such Controlling Person or Affiliate; (iv) any sale, lease, exchange, transfer or other disposition to this Corporation or a Subsidiary of all or any part of the assets of a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate but not including any disposition of assets which, if included with any other dispositions consummated during such fiscal year of this Corporation by the same Controlling Person, Affiliates thereof, and Associates of such Controlling Person or Affiliates, would not result in dispositions during such year by all such Persons of assets having an aggregate fair market value (determined at the time of disposition of respective assets) in excess of one percent (1%) of the total consolidated assets of this Corporation as shown on its certified balance sheet as of the end of the fiscal year proceeding the proposed disposition, provided, however, that in no event shall any disposition of assets be excepted from stockholder approval by reason of the preceding exclusion if such disposition, when included with all of the dispositions consummated during the same, and immediately preceding two fiscal years of this Corporation by the same Controlling Person, Affiliates thereof and Associates of such Controlling Person or Affiliates, would result in dispositions by all such Persons of 4 assets having an aggregate fair market value (determined at the time of disposition of the respective assets) in excess of two percent (2%) of the total consolidated assets of this Corporation as shown on its certified balance sheet as of the end of the fiscal year preceding the proposed disposition; (v) any reclassification of voting Common Stock of this Corporation, or any recapitalization involving voting Common Stock of this Corporation, consummated within three years after a Controlling Person becomes a Controlling Person; and (vi) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Combination, but, notwithstanding anything to the contrary herein, Business Combination shall not include dissolution of this Corporation, or any Section 253 Merger, or any transaction involving a Controlling Person or Affiliate of a Controlling Person or Associate of such Controlling Person or Affiliate which is to be consummated or become effective after such Controlling Person has been a Controlling Person for at least three years. (5) "Control" shall mean the possession, directly or indirectly, and the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. (6) "Controlling Person" shall mean any Person who Beneficially Owns a number of voting shares of this Corporation, whether or not such number includes shares not then issued, which exceeds a number equal to fifteen percent (15%) of the voting power of the shares of this Corporation entitled to vote, but in no event at any time include any Person who, on December 31, 1983, Beneficially Owned a number of voting shares of this Corporation which on such date exceeded fifteen percent (15%) of the voting power of the share of this Corporation on such date. (7) "Minimum Price Per Share" shall mean the greater of (i) the highest gross per share price paid 5 or agreed to be paid to acquire any shares of voting Common Stock of this Corporation Beneficially Owned by a Controlling Person, provided such payment or agreement to make payment of those made within three years immediately prior to the record date set to determine the stockholders entitled to vote on the Business Combination in question, or, in the case of a Section 253 Merger, three years immediately prior to the effective date of such Section 253 Merger, or (ii) the highest per share asked public market price (in the event the shares are not listed on a national securities exchange) or the highest per share closing public market price (in the event the shares are listed on a national securities exchange) for such shares during such three- year period. The calculation of the Minimum Price Per Share shall require appropriate adjustment for changes, including, without limitation, stock splits, stock dividends, reverse stock splits and stock distributions. (8) "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a business trust, an unincorporated organization or any other entity or group. (9) "Section 253 Merger" shall mean any merger of this Corporation into another corporation pursuant to Delaware Corporation Law, Section 253, as amended from time to time, or any successor or replacement statute (collectively Section 253), but only if Section 253 does not give voting rights to the stockholders of this Corporation with respect to the merger. If voting rights are required by Section 253, or in connection therewith, a merger under such section shall not be a Section 253 Merger for purposes of this Article FIFTEENTH. (10) "Securities Exchange Act of 1934" shall mean the Securities Exchange Act of 1934, as amended from time to time as well as any successor or replacement statute. 6 (11) "Subsidiary" shall mean any Corporation twenty percent (20%) or more of whose outstanding securities representing the right to vote for the election of directors is Beneficially Owned by this Corporation and/or one or more Subsidiaries. (12) "Substantial Part" shall mean more than ten percent (10%) of the total assets of the Corporation in question, as shown on its certified balance sheet as of the end of the most recent fiscal year and prior to the time that a determination is being made. (13) "Continuing Director" shall mean Director who was a member of the Board of Directors of the Corporation immediately prior to the time that the Controlling Person involved in a Business Combination became a Controlling Person. (c) A "Controlling Person" shall be subject to all fiduciary and other standards of conduct and obligations imposed by applicable state law and shall not be considered to have satisfied such standards of conduct and obligations unless such Controlling Person shall, in the event of a Section 253 Merger which occurs before the Controlling Person has been a Controlling Person for three years, pay or cause to be paid for each share of voting Common Stock of this Corporation, as to which share ownership is being sold, redeemed, canceled or otherwise terminated in a Section 253 Merger, cash or readily marketable consideration having a fair value at least equal to the Minimum Price Per Share. The vote required for approval of any amendment to, or repeal of, any portion of this Article FIFTEENTH shall be the affirmative vote of the holders of at least two-thirds of the voting power of the outstanding shares of voting Common Stock not Beneficially Owned by the Controlling Persons. SECOND: That the amendment hereinbefore set forth in this Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. 7 THIRD: That the capital of the corporation will not be reduced under or by reason of the amendment hereinbefore set forth in this Certificate. IN WITNESS WHEREOF, Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and the this Certificate to be signed by its president and its secretary this 27th day of April, 1984. CHAMPION SPARK PLUG COMPANY By /s/ R.A. Stranahan, Jr. ------------------------------ R.A. Stranahan, Jr., President and Chairman of the Board SEAL Attest: /s/ J.A. Garwood - ----------------------- J.A. Garwood, Secretary 8 STATE OF OHIO ) ) ss: COUNTY OF LUCAS ) Be it remembered that on this 27th day of April, 1984 personally came before me Dorothy Schimmel, a Notary Public in and for the county and state aforesaid, R. A. Stranahan, Jr., and J.A. Garwood, Chairman of the Board and President and Secretary of a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such and they, the said R. A. Stranahan, Jr., and J. A. Garwood as such Chairman of the Board and President and Secretary, duly executed the said Certificate before me and acknowledged the said Certificate to be their act and deed and the act and deed of said corporation and the facts stated therein are true; that the signatures of the said Chairman of the Board and President and Secretary of the said corporation to said foregoing Certificate are in the handwriting of the said Chairman of the Board and President and Secretary of said corporation respectfully, and that the seal affixed to said Certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. /s/ Dorothy Schimmel --------------------- Notary Public 9 CERTIFICATE OF OWNERSHIP AND MERGER MERGING MORENCI RUBBER PRODUCTS, INC. INTO CHAMPION SPARK PLUG COMPANY * * * * * * * * Champion Spark Plug Company, a corporation organized and existing under the laws of Delaware, DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 12th day of September, 1916, pursuant to the General Corporation Law of the State of Delaware. SECOND: That this corporation owns all of the outstanding shares of the stock of Morenci Rubber Products, Inc., a corporation incorporated on the 23d day of April, 1945, pursuant to the Business Corporation Act of the State of Michigan. THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting held on the 27th day of April, 1983, determined to and did merge into itself said Morenci Rubber Products, Inc.: RESOLVED, that Champion Spark Plug Company merge, and it hereby does merge into itself said Morenci Rubber Products, Inc., and assumes all of its obligations; and FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware. -2- FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Morenci Rubber Products, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused this certificate to be signed by Robert A. Stranahan, Jr., its President, and attested by Richard H. Crook, Jr., its Secretary, this 27th day of April, 1983. CHAMPION SPARK PLUG COMPANY By /s/ Robert A. Stranahan, Jr. ---------------------------- President ATTEST: By /s/ Richard H. Crook, Jr. -------------------------- Secretary -3- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) Be it remembered that on this 27th day of April, 1983, personally came before me, a Notary Public in and for the county and state aforesaid, Robert A. Stranahan, Jr., President of Champion Spark Plug Company a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he as such President, duly executed the said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are true; that the signature of the President of said corporation to the foregoing certificate is in the handwriting of the said President of said corporation, and the seal affixed to said certificate, and attested by the Secretary of said corporation, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. Notary Public JOHN A. GARWOOD, Attorney at Law NOTARY PUBLIC -- STATE of OHIO My Commission Has No Expiration Date. Section 14703 R.C. CERTIFICATE OF AMENDMENT of CERTIFICATE OF INCORPORATION of CHAMPION SPARK PLUG COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware ________________ CHAMPION SPARK PLUG COMPANY (hereinafter called 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 the corporation at a meeting duly held adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation, as heretofore amended: RESOLVED, that in the judgment of this Board it is advisable that Article FOURTH of the Certificate of Incorporation of this corporation be amended to read as follows: "FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is forty million (40,000,000) shares of common stock with a par value of 30c per share. The aggregate number of shares of common stock with a par value of 83 1/3c per share issued and outstanding on the effective date of this amendment shall be reclassified and changed into three times such number of shares of common stock with a par value of 30c per share so that each such outstanding share of common stock with a par value of 83 1/3c per share shall, on such date, be changed into and become three (3) shares of common stock with a par value of 30c per share." SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of stockholders of the corporation was duly called and held upon notice in accordance with -2- 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 the said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of the corporation will not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its President and its Secretary, this 23rd day of April, 1973. CHAMPION SPARK PLUG COMPANY (SEAL) By /s/ Robert A. Stranahan, Jr. ------------------------------- R.A. Stranahan, Jr., President Attest: R.H. Crook, Jr. -------------------------- R.H. Crook, Jr. Secretary AGREEMENT OF MERGER This Agreement of Merger (hereinafter called the "Agreement") made this 15th day of August, 1969, between Champion Spark Plug Company, a Delaware corporation (hereinafter called "Champion" or the "Surviving Corporation") and The DeVilbiss Company, an Ohio corporation (hereinafter called "DeVilbiss"). Said corporation shall also collectively be referred to herein as the "Constituent Corporations". WITNESSETH: WHEREAS, Champion is authorized to have outstanding 20,000,000 shares of common stock, 83 1/3c par value, of which 12,235,744 shares are issued and outstanding and 93,976 shares are reserved for issuance pursuant to Champion's 1961 Key Employee Stock Option Plan, as amended; WHEREAS, DeVilbiss is authorized to have outstanding 4,000,000 common shares with a par value of $10 per share, of which 1,540,925 are now issued and outstanding and 6,075 are held in the treasury; WHEREAS, the Board of Directors of Champion and DeVilbiss, respectively, have approved this agreement and deem it advisable that DeVilbiss be merged into Champion in accordance with the statutes of the States of Delaware and Ohio upon the terms and subject to the conditions set forth in this agreement. NOW THEREFORE, Champion and DeVilbiss hereby agree as follows: -2- SECTION 1. THE MERGER 1.1 Surviving Corporation. Upon the Effective Date (as defined in --------------------- Section 5.1), DeVilbiss shall be merged into Champion which shall be the surviving corporation of the merger and the separate existence of DeVilbiss shall cease. The Surviving Corporation shall continue to be governed by the laws of the State of Delaware and shall have its principal office in the State of Delaware at 100 West Tenth Street, City of Wilmington, New Castle County. The name of its registered agent at such address is The Corporation Trust Company. 1.2 Purposes of the Surviving Corporation. The nature of the ------------------------------------- business, or objects or purposes to be transacted, promoted or carried on are as follows: (1) To manufacture, design, develop, buy or otherwise acquire, sell and deal in spark plugs, electrical ignition devices, and any and all kinds of electrical equipment, machinery, parts and appliances for motor vehicles, motors and engines and articles and supplies used or useful in connection with any of the foregoing. (2) To manufacture, design, develop, buy or otherwise acquire, sell, transfer, exchange or otherwise dispose of, and to invest, trade and deal in or with goods, wares and merchandise and personal property of every kind and description. (3) To purchase, hold, own, sell, exchange, transfer, pledge, or otherwise trade or deal in or dispose of stocks, bonds, mortgages, debentures, evidences of indebtedness and securities of every kind and description of any corporation, trust, business organization, government or subdivision thereof, domestic or foreign, and to exercise in respect thereto all rights and privileges of individual ownership, including the right to receive the income therefrom and to vote thereon and to guarantee the same or become surety in respect thereto. -3- (4) To undertake and carry out the financing, financial adjustment, reorganization, consolidation, merger and liquidation of any corporation or of any undertaking, business, affairs or interests and to transact any business necessary or convenient relating or incident thereto. (5) To enter into, assist, promote, conduct, perform or participate in, every kind of commercial, mercantile or industrial enterprise, business, or work, contract, undertaking, venture or operation. (6) To purchase or otherwise acquire, take over, hold, sell, liquidate, or otherwise dispose of, the real estate, plants, equipment, inventory, merchandise, materials and other assets, shares, good will, rights, franchises, patents, trade-marks and trade names and other properties of domestic or foreign corporations, firms, associations, syndicates, individuals, and others; to continue, alter, extend, or develop their business, assume their liabilities, guarantee or become surety for the performance of their obligations; reorganize their capital, and participate in any way in their affairs; to take over as a going concern and continue, in its own name, any business so acquired and to pay for any such business or properties in cash, stocks, bonds, debentures, securities, or obligations of this corporation, or otherwise. (7) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect of, or otherwise dispose of, any patents and inventions, improvements and processes used in connection with or secured under Letters Patent of the United States or any dependency, colony, or insular possession of the United States, or of any foreign government, trade-marks and trade names, and to acquire, use, exercise, or otherwise turn to gain, licenses in respect of any such patents, inventions, processes and the like, or any such property rights. (8) To purchase, hold, re-issue, sell, exchange or otherwise deal in its own securities, including shares of its capital stock of any class, as and to the extent now or from time to time permitted by the laws of the State of Delaware. (9) To carry on any or all of its operations and business and to promote its objects within the State of Delaware or elsewhere, without restrictions as to place or amount. -4- The purposes specified in any clause or paragraph contained herein shall be deemed to be independent purposes, and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph contained herein. 1.3 Authorized Shares. The total number of shares of stock which the ----------------- Surviving Corporation shall have authority to issue is twenty million (20,000,000) shares of common stock with a par value of 83 1/3c per share. 1.4 Certificate of Incorporation. The Certificate of Incorporation ---------------------------- of Champion as the same is in effect immediately prior to the Effective Date shall constitute the Certificate of Incorporation of the Surviving Corporation until it shall thereafter be duly amended. 1.5 By-Laws. The By-Laws of Champion as the same are in effect ------- immediately prior to the Effective Date shall constitute the By-Laws of the Surviving Corporation until they shall thereafter be duly amended. 1.6 Effect of Merger. Upon the Effective Date, the effect of the ---------------- merger shall be as provided in the applicable provisions of the laws of the States of Delaware and Ohio. Without limiting the generality of the foregoing, and subject thereto, upon the Effective Date: (a) the separate existence of DeVilbiss shall cease, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and shall be subject to all of the restrictions, disabilities and duties of DeVilbiss; (b) all and singular, the rights, privileges, powers and franchises of DeVilbiss, all property, real, personal and mixed, and all debts due to DeVilbiss on whatever account, as well for stock subscriptions as all other things in action or belonging to DeVilbiss, shall be vested in the Surviving Corporation; (c) all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the -5- property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired and (d) all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of DeVilbiss shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Any action or proceeding pending by or against DeVilbiss at the Effective Date may be prosecuted as if the merger had not taken place, or the Surviving Corporation may be substituted in its place. SECTION 2. TERMS OF MERGER 2.1 Exchange Ratio. Upon the Effective Date (a) each common share, -------------- $10 par value, of DeVilbiss outstanding immediately prior to the Effective Date shall (except for the 1,319,138 shares of DeVilbiss held by Champion) be converted into and become, without any action on the part of the holder thereof, one share of Champion common stock, 83 1/3c par value. The common shares of DeVilbiss held in its treasury and the common shares of DeVilbiss held by Champion shall, on such date, be cancelled and shall not be converted into shares of common stock of Champion and (b) each share of Champion common stock, 83 1/3c par value, outstanding immediately prior to the Effective Date, shall continue to be one (1) share of common stock of the Surviving Corporation. 2.2 Rights of DeVilbiss Holders. On the Effective Date, the holders --------------------------- of certificates for DeVilbiss common shares shall cease to have any rights as shareholders of DeVilbiss (except such rights, if any, as they may have as dissenting shareholders) and, except as aforesaid, their sole rights shall pertain to Champion common stock into which their DeVilbiss common shares shall have been -6- changed by the merger. After the Effective Date, each holder of a certificate for DeVilbiss common shares, upon surrendering the same duly endorsed to any transfer agent for Champion common stock, shall be entitled to receive in exchange therefor a certificate or certificates representing the shares of Champion common stock into which his DeVilbiss common shares have been changed by the merger. Pending such surrender and exchange, such holders of a certificate or certificates for DeVilbiss common shares shall be deemed to evidence the Champion common stock into which such DeVilbiss common shares have been changed by the merger. SECTION 3. DIRECTORS AND OFFICERS OF SURVIVING CORPORATION 3.1 Directors. The names and addresses of the first directors of the --------- Surviving Corporation at the Effective Date shall be as follows: Name Address ---- ------- Robert A. Stranahan, Jr. 900 Upton Avenue Toledo, Ohio 43601 Duane Stranahan 900 Upton Avenue Toledo, Ohio 43601 Howard B. Speyer 900 Upton Avenue Toledo, Ohio 43601 Robert W. Vogel 900 Upton Avenue Toledo, Ohio 43601 William A. Belt 1434 National Bank Building Toledo, Ohio 43604 Donald M. Dresser 245 Summit Street Toledo, Ohio 43604 Such persons shall serve until the Surviving Corporation's 1970 annual meeting of stockholders or until their successors are duly elected and qualified. -7- 3.2 Officers. The names and addresses of the first officers of the -------- Surviving Corporation at the Effective Date shall be as follows: Name Title Address - ---- ----- ------- Robert A. Stranahan, Jr. Chairman of the Board 900 Upton Avenue and President Toledo, Ohio 43601 Duane Stranahan, Jr. Vice President 900 Upton Avenue Toledo, Ohio 43601 Robert W. Vogel Vice President and 900 Upton Avenue Treasurer Toledo, Ohio 43601 Harry F. Davis Vice President - Sales 900 Upton Avenue Toledo, Ohio 43601 Keith Wilson Vice President - 900 Upton Avenue Director of International Toledo, Ohio 43601 Operations Kermit C. Scheettley Vice President - General 900 Upton Avenue Manager Spark Plug Toledo, Ohio 43601 Manufacturing Operations Richard C. Teasel Vice President - Research 900 Upton Avenue and Engineering Toledo, Ohio 43601 Toby A. Hill Secretary 900 Upton Avenue Toledo, Ohio 43601 Robert J. Bretje, Jr. Controller 900 Upton Avenue Toledo, Ohio 43601 Richard H. Crook, Jr. Assistant Secretary 900 Upton Avenue Toledo, Ohio 43601 Charles C. Yeager Assistant Treasurer 900 Upton Avenue Toledo, Ohio 43601 -8- The foregoing officers shall serve as such subject to the pleasure of the Board of Directors and, unless sooner removed by the Board of Directors, until the first organization meeting of the Board of Directors following the Effective Date or until their successors are chosen and qualified. SECTION 4. ACCOUNTING 4.1 Capital. The capital of the Surviving Corporation at the ------- Effective Date shall be an amount equal to 83 1/3c for each share of common stock issued and outstanding on such date. 4.2 Capital Surplus. The capital surplus of the Surviving --------------- Corporation shall, on the Effective Date, be the sum of the capital surplus of Champion on said date plus the excess of the fair market value of the Champion shares issued pursuant to the merger over the par value of the shares so issued. For this purpose, the fair market value of Champion shares on the Effective Date is hereby defined as the mean between the high and low sale prices of such shares on the New York Stock Exchange on said date. 4.3 Earned Surplus. The earned surplus of the Surviving Corporation -------------- on the Effective Date shall be the same as the earned surplus of Champion on said date. SECTION 5. GENERAL 5.1 Effective Date. The merger shall become effective at the time -------------- when this agreement has been submitted to and approved by the shareholders of DeVilbiss and has been filed with the Secretary of State of the State of Ohio and the Secretary of State of the State of Delaware pursuant to the applicable laws of such States. The time when the last of such filings shall have been made shall be known, for the purposes of this agreement, as the "Effective Date". -9- This agreement may be terminated and the merger abandoned at any time prior to the Effective Date (whether before or after the meeting of the DeVilbiss shareholders referred to above) by notices in writing from each party to the other duly authorized by their respective Boards of Trustees. 5.2 Consent to Suit; Dissenting Shareholders. The Surviving ---------------------------------------- Corporation hereby consents that it may be sued and served with process in the State of Ohio in any proceeding for the enforcement of any obligation of DeVilbiss and in any proceeding for the enforcement of the rights of a dissenting shareholder of DeVilbiss against the Surviving Corporation. The Secretary of State of the State of Ohio is hereby irrevocably appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding. The Surviving Corporation hereby agrees that it will promptly pay to dissenting shareholders of DeVilbiss the amount, if any, to which they are entitled under Section 1701.85 of the Ohio Revised Code. 5.3 Transaction of Business in Ohio. The Surviving Corporation ------------------------------- desires to transact business in the State of Ohio as a foreign corporation and does hereby: (a) state that the principal office of the Surviving Corporation in the State of Ohio is located in Toledo, Lucas County; (b) appoint Robert W. Vogel, 900 Upton Avenue, Toledo, Lucas County, Ohio 43601, as statutory agent of the Surviving Corporation in the State of Ohio; (c) irrevocably consent (i) that service of any process, notice, or demand against, to or upon the Surviving Corporation may be served within the State of Ohio upon such statutory agent so long as the authority of such agent continues and (ii) to service of process upon the Secretary of State of the State of Ohio under the circumstances set forth in Section 1703.19 of the Ohio Revised Code. -10- IN WITNESS WHEREOF, Champion and DeVilbiss have caused this agreement to be signed by their duly authorized officers and the respective corporate seals to be affixed and attested to, all as of the day and year first set forth above. CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY (Seal) By /s/ Robert A. Stranahan, Jr. ---------------------------- Attest /s/ Toby A. Hill President ---------------- Secretary THE DeVILBISS COMPANY THE DeVILBISS COMPANY (Seal) TOLEDO, OHIO By /s/ Henry M. Kidd ----------------- Attest /s/ Frank R. Pitt President ----------------- Secretary SECRETARY'S CERTIFICATE I, T. A. Hill, Secretary of Champion Spark Plug Company, a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary and under the seal of the said corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of The DeVilbiss Company, a corporation of the State of Ohio, was duly adopted pursuant to subsection (F) of section 251 of Title 8 of the Delaware Code of 1953, without any vote of the stockholders of the surviving corporation and that the Agreement of Merger does not amend in any respect the Certificate of Incorporation of the surviving corporation and the authorized unissued shares or the treasury shares of any class of the surviving corporation, if any, are to be issued or delivered under the plan of merger do not exceed fifteen per cent (15%) of the shares of the surviving corporation of the same class outstanding immediately prior to the effective date of the merger and that the outstanding shares of the corporation were such as to render subsection (F) of section 251 of Title 8 of the Delaware Code of 1953 applicable and that its Agreement of Merger was thereby adopted by action of the Board of Directors of said Champion Spark Plug Company and is the duly adopted agreement and act of the said organization. WITNESS my hand and the seal of said Champion Spark Plug Company on this 15th day of December, 1969. /s/ T.A. Hill -------------------------- Secretary (CORPORATE SEAL) -2- The above Agreement of Merger, having been executed on behalf of each corporate party thereto, and having been adopted separately by each corporate party thereto, in accordance with the provisions of the General Corporation Law of the State of Delaware and the Ohio General Corporation Law of the State of Ohio, the President of each corporate party thereto does now hereby execute the said Agreement of Merger and the Secretary of each corporate party thereto does now hereby attest the said Agreement of Merger under the corporate seals of their respective corporations, by authority of the directors and stockholders thereof, as the respective act, deed and agreement of each of said corporations, on this 15th day of December, 1969. CHAMPION SPARK PLUG COMPANY By /s/ R.A. Stranahan, Jr. ---------------------------- CHAMPION SPARK PLUG COMPANY President (SEAL) ATTEST: /s/ T.A. Hill ------------------ Secretary THE DeVILBISS COMPANY By /s/ Henry M. Kidd ---------------------------- THE DeVILBISS COMPANY President (SEAL) TOLEDO, OHIO ATTEST: /s/ Frank R. Pitt --------------------- Secretary -3- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 15th day of December, 1969, personally came before me, a Notary Public in and for the County and State aforesaid, Robert A. Stranahan, Jr., President of Champion Spark Plug Company, a corporation of the State of Delaware, and he duly executed said Agreement of Merger before me and acknowledged the said Agreement of Merger to be his act and deed and the act and deed of said corporation and the facts stated therein are true and that the seal affixed to said Agreement of Merger and attested by the Secretary of said corporation is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. Notary Public (SEAL) CHARLES F. GREINER Notary Public, Lucas County, Ohio My Commission Expires Jan. 16, 1974 NOTARIAL SEAL LUCAS COUNTY, OHIO -4- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 15th day of December, 1969, personally came before me, a Notary Public in and for the County and State aforesaid, Henry M. Kidd, President of The DeVilbiss Company, a corporation of the State of Ohio, and he duly executed said Agreement of Merger before me and acknowledged the said Agreement of Merger to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said Agreement of Merger and attested by the Secretary of said corporation is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. Notary Public (SEAL) HELEN HECHT Notary Public, Lucas County, Ohio My Commission Expires December 11, 1973 NOTARIAL SEAL LUCAS COUNTY, OHIO CERTIFICATE AS TO ADOPTION OF AGREEMENT OF MERGER BY THE DeVILBISS COMPANY We, Henry M. Kidd, President and Frank R. Pitt, Secretary of The DeVilbiss Company, an Ohio corporation, do hereby certify, in accordance with the provisions of Section 1701.80 of the Revised Code of Ohio: 1. That the foregoing Agreement of Merger was approved and adopted by the Directors of said corporation at a meeting of the Board of Directors duly called and held for such purpose on August 15, 1969 and at such meeting, said Directors directed that said Agreement of Merger be submitted to said corporation's shareholders at a special meeting thereof to be held on October 8, 1969. 2. That thereafter a special meeting of shareholders of said corporation was duly called to be held on October 8, 1969; that notice of such meeting was given to all shareholders of said corporation, whether or not entitled to vote thereat, said notice being accompanied by a copy of said Agreement of Merger. 3. That on October 8, 1969 a special meeting of shareholders of said corporation was held and said Agreement of Merger was submitted to said shareholders for approval and was approved and adopted by the affirmative vote of the holders of shares of said corporation entitling them to exercise more than two-thirds (2/3) of the voting power of said corporation on such proposal. -2- 4. That said Agreement of Merger has been signed by the President and Secretary of said corporation as required by Section 1701.78 of the Revised Code of Ohio. /s/ Henry M. Kidd --------------------------------- Henry M. Kidd, President /s/ Frank R. Pitt --------------------------------- Frank R. Pitt, Secretary CERTIFICATE OF AMENDMENT of CERTIFICATE OF INCORPORATION of CHAMPION SPARK PLUG COMPANY Pursuant to Section 242 of the General Corporation Law of the State of Delaware ---------------------------------- CHAMPION SPARK PLUG COMPANY (hereinafter called 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 the corporation at a meeting duly held adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation, as heretofore amended: RESOLVED, that in the judgment of this Board it is advisable that Article FOURTH of the Certificate of Incorporation of this corporation be amended to read as follows: "FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is twenty million (20,000,000) shares of common stock with a par vale of 83 1/3c per share. The aggregate number of shares of common stock with a par value of $1 2/3 per share issued and outstanding on the effective date of this amendment shall be reclassified and changed into twice such number of shares of common stock with a par value of 83 1/3c per share so that each such outstanding share of common stock with a par value of $1 2/3 per share shall, on such date, be changed into and become two (2) shares of common stock with a par value of 83 1/3c per share." -2- SECOND: That the amendment herebefore set forth in this Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. THIRD: That the capital of the corporation will not be reduced under or by reason of the amendment herebefore set forth in this Certificate. IN WITNESS WHEREOF, Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its President and its Secretary, this 22nd day of April, 1968. CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY SEAL By /s/ R. A. Stranahan, Jr. ------------------------------------- R. A. Stranahan, Jr., President By /s/ T.A.Hill ------------------------------------- T.A. Hill Attest: /s/ T.A. Hill --------------------- T. A. Hill, Secretary -3- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 22nd day of April, 1968, personally came before me, Charles F. Greiner, the subscriber, a notary public in and for the County and State aforesaid, R. A. Stranahan, Jr., President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in the foregoing Certificate, known to me personally to be such, and he, the said R. A. Stranahan, Jr., as such President, duly executed said Certificate before me, and acknowledged said Certificate to be his act and deed and the act and deed of said corporation; that the signatures of said President and of the Secretary of said corporation to the foregoing Certificate are in the handwritings of said President and said Secretary of said corporation, respectively; that the seal affixed to said Certificate is the common or corporate seal of said corporation; that the act of sealing, executing, acknowledging and filing said Certificate was duly authorized by resolution of the Board of Directors and by the stockholders of said corporation, and that the facts stated therein are true. Given under my hand and seal of office the day and year aforesaid. CHARLES F. GREINER Notary Public Notary Public, Lucas County, Ohio My Commission Expires Jan. 16, 1969 NOTARIAL SEAL LUCAS COUNTY, OHIO CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST. That at a meeting of the Board of Directors of said Champion ----- Spark Plug Company resolutions were duly adopted 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 following change in authorized shares of stock, reclassification of shares of stock, and amendments to the Certificate of Incorporation of the corporation be, and the same hereby are, proposed and declared advisable: 1. The number of shares of stock which the corporation is authorized to issue and have outstanding is changed from 1,250,000 shares of common stock with a par value of $10 per share to 10,000,000 shares of common stock and the change of such shares of common stock from shares with a par value of $10 per share to shares with a par value of $1 2/3 per share. 2. The 1,010,810 shares of common stock with a par value of $10 per share heretofore issued and now outstanding are changed into 6,064,860 shares of common stock with a par value of $1 2/3 per share so that each holder of one outstanding share of common stock with a par value of $10 per share shall hereafter hold six (6) shares of common stock with a par value of $1 2/3 per share. 3. The Certificate of Incorporation of the corporation is hereby amended so as to read as follows: -2- "FIRST. The name of this corporation is and shall ----- be CHAMPION SPARK PLUG COMPANY. "SECOND. The principal office of the corporation ------ in the State of Delaware is and shall be located at Number 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the name and address of its resident agent are and shall be The Corporation Trust Company, Number 100 West Tenth Street, Wilmington, Delaware. "THIRD. The nature of the business, or objects or ----- purposes to be transacted, promoted or carried on are as follows: "(1) To manufacture, design, develop, buy or otherwise acquire, sell and deal in spark plugs, electrical ignition devices, and any and all kinds of electrical equipment, machinery, parts and appliances for motor vehicles, motors and engines, and articles and supplies used or useful in connection with any of the foregoing. "(2) To manufacture, design, develop, buy or otherwise acquire, sell, transfer, exchange or otherwise dispose of, and to invest, trade and deal in or with goods, wares and merchandise and personal property of every kind and description. "(3) To purchase, hold, own, sell, exchange, transfer, pledge, or otherwise trade or deal in or dispose of stocks, bonds, mortgages, debentures, evidences of indebtedness and securities of every kind and description of any corporation, trust, business organization, government or subdivision thereof, domestic or foreign, and to exercise in respect thereto all rights and privileges of individual ownership, including the right to receive the income therefrom and to vote thereon and to guarantee the same or become surety in respect thereto. "(4) To undertake and carry out the financing, financial adjustment, reorganization, -3- consolidation, merger and liquidation of any corporation or of any undertaking, business, affairs or interests and to transact any business necessary or convenient relating or incident hereto. "(5) To enter into, assist, promote, conduct, perform or participate in, every kind of commercial, mercantile or industrial enterprise, business, or work, contract, undertaking, venture or operation. "(6) To purchase or otherwise acquire, take over, hold, sell, liquidate, or otherwise dispose of, the real estate, plants, equipment, inventory, merchandise, materials and other assets, shares, good will, rights, franchises, patents, trade-marks and trade names and other properties of domestic or foreign corporations, firms, associates, syndicates, individuals, and others; to continue, alter, extend or develop, their business, assume their liabilities, guarantee or become surety for the performance of their obligations; reorganize their capital, and participate in any way in their affairs; to take over as a going concern and continue, in its own name, any business so acquired and to pay for any such business or properties in cash, stocks, bonds, debentures, securities, or obligations of this corporation, or otherwise. "(7) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect of, or otherwise dispose of, any patents and inventions, improvements and processes used in connection with or secured under Letters Patent of the United States or any dependency, colony, or insular possession of the United States, or of any foreign government, trade-marks and trade names, and to acquire, use, exercise, or otherwise turn to gain licenses in respect of any such patents, inventions, processes and the like, or any such property rights. "(8) To purchase, hold, re-issue, sell, exchange or otherwise deal in its own securities, -4- including shares of its capital stock of any class, as and to the extent now or from time to time permitted by the laws of the State of Delaware. "(9) To carry on any or all of its operations and business and to promote its objects within the State of Delaware or elsewhere, without restrictions as to place or amount. "The purposes specified in any clause or paragraph contained in this Article THIRD shall be deemed to be independent purposes, and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph contained in this Certificate of Incorporation. "FOURTH. The total number of shares of stock which ------ the corporation shall have authority to issue is 10,000,000 shares of common stock with a par value of $1 2/3 per share. "FIFTH. The amount of capital with which the ----- corporation will commence business is One Thousand Dollars ($1,000.00). "SIXTH. The name and place of residence of each ----- of the incorporators are as follows: Names Addresses ----- --------- L. E. Gray Wilmington, Delaware L. H. Herman Wilmington, Delaware Walter Lenz Wilmington, Delaware "SEVENTH. The corporation shall have perpetual ------- existence. "EIGHTH. The private property of the stockholders ------ of the corporation shall not be subject to the payment of corporate debts to any extent whatever. "NINTH. ----- -5- "(1) The stockholders and directors of the corporation shall have power, if the By-Laws so provide, to hold their meetings either within or without the State of Delaware, and to have one or more offices and places of business either within or without the State of Delaware in addition to the principal office in Delaware. "(2) Each holder of record of shares of common stock shall be entitled to one vote for each share standing in his name on the books of the corporation, at all meetings of stockholders and for all purposes; subject, nevertheless, to the right of the Board of Directors to close the stock transfer books of the corporation prior to any meeting, or to fix in advance a record date for the determination of stockholders entitled to notice of, or to vote at, any meeting, or to consent, for any purpose. "(3) An election of directors need not be by ballot unless requested by a stockholder entitled to vote at the election. "TENTH. No holder of shares of stock of any class ----- of the corporation shall be entitled as such, as a matter of right, to subscribe for or purchase shares of stock of any class whatsoever, whether now or hereafter authorized, or to purchase or subscribe for securities convertible into or exchangeable for shares of stock of the corporation, or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares of stock, except such rights of subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors, in its discretion, may from time to time determine. "ELEVENTH. In furtherance and not in limitation of -------- the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized: -6- "(1) Subject to any limitations that may be imposed by the stockholders, to make, alter, amend and repeal By-Laws of the corporation, but any By- Laws made by the Board of Directors or stockholders may be altered, amended or repealed by the stockholders at any annual meeting, or at any special meeting, the notice of which includes notice of such proposed alteration, amendment or repeal. "(2) To fix and determine, and to vary the amount of working capital of the corporation; to determine whether any, and if any what part, of its net assets or surplus, however created or arising, shall be used or disposed of or declared in dividends or paid to stockholders; to use and apply such net assets or surplus, or any part thereof, at any time or from time to time, in the purchase or acquisition of shares of stock or securities of any class, to such extent or amount and in such manner and upon such terms as the Board of Directors shall deem expedient. "(3) Without the assent or vote of the stockholders, to borrow money without limit as to amount, to authorize and issue obligations of the corporation, secured or unsecured, upon such terms and conditions as the Board of Directors shall deem expedient, and to authorize the mortgaging or pledging as security therefore of any property of the corporation, real or personal, including after- acquired property. "TWELFTH. A director of this corporation ------- shall not be disqualified by his office from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any transaction or contract or act of this corporation be void or voidable, or in any way affected or invalidated, by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a stockholder or director, is in any way interested in such transaction or contract or act, provided the fact that such director, or such firm, or such corporation, is so interested, shall be disclosed -7- or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken; nor shall any such director be liable to account to the corporation for any gains or profits realized by or from or through any such transaction or contract or act of this corporation, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a stockholder or director, is interested in such transaction, contract or act; and any such director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize any such contract or transaction or act, and may vote to authorize, ratify or approve any such contract or transaction or act, with like force and effect as if he, or any firm of which he is a member, or any corporation of which he is a stockholder or director, were not interested in such transaction or contract or act. "THIRTEENTH. 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 on stockholders herein are granted subject to this reservation. "FOURTEENTH. Every person who is or has been ---------- a director, officer or employee of the corporation and any person who is serving or may have served at its request as a director, officer or employee of any other corporation in which the corporation owns stock or of which it is a creditor, and each of their heirs, executors and administrators, shall be reimbursed and indemnified for or against any and all judgments, liabilities, fines and penalties imposed upon them, any amounts paid in settlement, and the costs and expenses reasonably incurred in connection with or arising from any actions, claim, suit, proceeding, hearing or investigation, whether civil, criminal or administrative, in which they or any of them are involved by reason of being a director, officer or employee of the -8- corporation or of such other corporation. The corporation shall not, however, reimburse or indemnify any such officer, director or employee with respect to any judgment, fine or penalty or amount paid in settlement, in any such action, claim, suit, proceeding, hearing or investigation unless independent legal counsel shall have advised the corporation that (a) the conduct of such director, officer or employee did not constitute negligence or misconduct for which he is liable to the corporation, and (b) the settlement, if any, is fair and in the best interest of the corporation. "In the case of a criminal action, suit or proceeding, a plea, conviction or judgment shall not necessarily be deemed to constitute an adjudication that such director, officer or employee is liable for negligence or misconduct to the corporation. "The rights of reimbursement and indemnification shall be in addition to all other rights to which such directors, officers and employees may be entitled as a matter of law." RESOLVED FURTHER, that the Board of Directors of this corporation declare it advisable and recommend to the stockholders the adoption of amendments to the Certificate of Incorporation, as heretofore amended, so as to carry into effect the foregoing changes in shares of stock and amendments; and that if the stockholders approve the proposed amendments or any part thereof, the President or a Vice President, and the Secretary or an Assistant Secretary, be and they hereby are, authorized and directed to execute a Certificate of Amendment to the Certificate of Incorporation, as heretofore amended, and to file the same with the Secretary of State of the State of Delaware, as required by the General Corporation Law of the State of Delaware, and in such other states wherein the company is authorized to do business and in which the filing thereof is required by law or deemed to be advisable, and to do and perform such other acts and things as may be proper and appropriate to carry the foregoing resolutions into full force and effect. -9- SECOND. That thereafter, pursuant to resolution of its Board of ------ Directors, a special meeting of the stockholders of said corporation was duly called and held, at which meeting the necessary number of stockholders as required by statute 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. FOURTH. That the capital of said corporation will not be reduced ------ under or by reason of said amendment. IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by H. B. Speyer, its Vice President, and T. A. Hill, its Secretary, this 19th day of August, 1958. CHAMPION SPARK PLUG COMPANY By /s/ H.B. Speyer -------------------------------- Vice President By /s/ T.A. Hill -------------------------------- Secretary -10- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 19th day of August, 1958, personally came before me, a Notary Public in and for the County and State aforesaid, H. B. Speyer, Vice President of CHAMPION SPARK PLUG COMPANY, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said H. B. Speyer, as such Vice President, duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said Vice President and of the Secretary of said corporation to said foregoing Certificate are in the handwriting of the said Vice President and Secretary of said corporation, respectively; and that the seal affixed to said Certificate is the common or corporation seal of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. NOTARIAL SEAL _________________________________ LUCAS COUNTY, OHIO Notary Public E. G. GREINER Notary Public, Lucas County, Ohio My Commission Expires August 25, 1959 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That, at a meeting of the Board of Directors of said Champion ----- Spark Plug Company duly held and convened, resolutions were adopted setting forth a proposed amendment to the Certificate of Incorporation of said Company and declaring said amendment advisable and calling a meeting of the stockholders of said Company for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, That the Certificate of Incorporation and Champion Spark Plug Company, as amended, be and it hereby is amended by changing the article thereof number Article Sixth to read as follows: "ARTICLE SIXTH: The total number of shares which the surviving corporation shall have authority to issue is one million two hundred fifty thousand (1,250,000) common shares with a par value of Ten Dollars ($10) each." SECOND: That thereafter, pursuant to resolutions of its Board of ------ Directors, a meeting of the stockholders of said Company was duly called and held, at which meeting the necessary number of stockholders as required by statute voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the ----- provisions of Section 26 of the General Corporation Law of Delaware, as amended. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and this Certificate to be signed by H. B. Speyer, its Vice President and Mr. T. A. Hill, its Secretary, this 9th day of October, 1952. -2- /s/ H. B. Speyer ----------------------- Vice President CHAMPION SPARK PLUG COMPANY (SEAL) /s/ T. A. Hill ----------------------- Secretary -3- STATE OF OHIO ) ) SS. COUNTY OF LUCAS ) BE IT REMEMBERED, that on this 9th day of October, A.D. 1952, personally came before me, E. G. Greiner, a Notary Public in and for the county and state aforesaid, Mr. H. B. Speyer, Vice President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and that he, the said Mr. H. B. Speyer as such Vice President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said Vice President and the Secretary of said corporation to said foregoing certificate are in the handwriting of said Vice President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. /s/ E. G. Greiner ---------------------------------- Notary Public, Lucas County, Ohio E. G. GREINER Notary Public, Lucas County, Ohio NOTARIAL (SEAL) My Commission Expires August 24, 1958. LUCAS COUNTY, OHIO CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION ---------------------------- OF CHAMPION SPARK PLUG COMPANY --------------------------- CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That, at a meeting of the Board of Directors of CHAMPION SPARK ----- PLUG COMPANY duly held and convened, resolutions were duly adopted setting forth a proposed Amendment to the Certificate of Incorporation of said Corporation and declaring said Amendment advisable and calling a meeting of the stockholders of said Corporation for consideration thereof. The resolutions setting forth the proposed Amendment are as follows: WHEREAS, Eighteen Thousand Three Hundred Seventy-Three (18,373) of the Company's preferred shares, with a par value of One Hundred Dollars ($100) each, have been retired; and WHEREAS, The Board of Directors considers it advisable to cancel and extinguish Eighteen Thousand Three Hundred Seventy-Three (18,373) preferred shares, with a par value of One Hundred Dollars ($100) each, (all other preferred shares having heretofore been canceled and extinguished), and (2) to amend Article Sixth of the Certificate of Incorporation; NOW THEREFORE BE IT RESOLVED, That the following cancellation and extinguishment of Eighteen Thousand Three Hundred Seventy-Three (18,373) preferred shares, with a par value of One Hundred Dollars ($100) each, and Amendment to the Certificate of Incorporation be, and the same hereby are, proposed and declared to be advisable: 1. That Eighteen Thousand Three Hundred Seventy-Three (18,373) preferred shares, having a par value -2- of One Hundred Dollars ($100) each, be, and the same hereby are, canceled. 2. That the Certificate of Incorporation, as heretofore amended, be, and the same hereby is, amended by striking out and eliminating the provisions of Article Sixth in their entirety and by the insertion of a new Article Sixth in lieu thereof, to read as follows: "SIXTH: The total number of shares of stock which the surviving corporation shall have authority to issue is Two Hundred Fifty Thousand (250,000) common shares, with a par value of Ten Dollars ($10) each." RESOLVED FURTHER, That the President or a Vice President and the Secretary or an Assistant Secretary be, and they hereby are, authorized and directed to execute a Certificate of Amendment to the Certificate of Incorporation, as heretofore amended, and to file the same with the Secretary of State of the State of Delaware, as required by the General Corporation Law of the State of Delaware, and in such other states wherein the Company is authorized to do business and in which the filing thereof is required by law to be deemed advisable, and to do and perform such other acts and things as may be proper and appropriate to carry the foregoing resolutions into full force and effect. SECOND: That thereafter, pursuant to resolutions of its Board of Directors, a meeting of the stockholders of said Corporation was duly called and held, at which meeting the necessary number of stockholders as required by statute voted in favor of the Amendment. THIRD: That said Amendment was duly adopted in accordance with the provisions of Section 26 of the General Corporation Law of Delaware, as amended. FOURTH: That said Amendment does not effect any change in the issued shares of said Corporation. -3- IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its corporate seal to be hereunto affixed and this Certificate to be signed by F. D. Stranahan, its Vice President and T. A. Hill, its Secretary, this 19th day of February, 1951. CHAMPION SPARK PLUG COMPANY SEAL CHAMPION SPARK PLUG COMPANY By /s/ F. D. Stranahan --------------------------------------- President By /s/ T. A. Hill --------------------------------------- Secretary -4- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED, That on this 19th day of February, A. D., 1951, personally came before me E. G. Greiner, a Notary Public in and for the County and State aforesaid, and F. D. Stranahan, Vice President of CHAMPION SPARK PLUG COMPANY, a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such, and the said F. D. Stranahan as such Vice President, duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of said Corporation; that the signatures of the said Vice President and of the Secretary of said Corporation to the foregoing Certificate are in the handwriting of the said Vice President and Secretary of said Corporation, respectively; and that the seal affixed to said Certificate is the common or corporate seal of said Corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. E. G. Greiner ----------------------------------- Notary Public, Lucas County, Ohio E. G. GREINER Notary Public, Lucas County, Ohio NOTARIAL (SEAL) My Commission Expires August 24, 1958. LUCAS COUNTY, OHIO CERTIFICATE OF REDEMPTION of PREFERRED STOCK OUT OF CAPITAL of CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: That pursuant to the provisions of Section 27 of the General Corporation Law of the State of Delaware, as amended, and subject to the provisions of its Certificate of Incorporation, Eighteen Thousand Three Hundred Seventy-three (18,373) shares of its issued and outstanding preferred stock were redeemed and retired. SECOND: That the amount of capital of said corporation which was applied to such redemption of said Eighteen Thousand Three Hundred Seventy-three (18,373) preferred shares was One Million Eight Hundred Thirty-seven Thousand Three Hundred Dollars ($1,837,300.00). That the capital of the corporation is hereby reduced by the amount of capital which was applied to such redemption, to-wit, One Million Eight Hundred Thirty-seven Thousand Three Hundred Dollars ($1,837,300.00), which amount is the same as the amount of capital represented by the shares so redeemed. THIRD: That the assets of the corporation remaining after such redemption are sufficient to pay any debts of the corporation, the payment of which has not been otherwise provided for. -2- IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its corporate seal to be affixed and this Certificate to be signed by R.A. Stranahan, its President, and H. B. Speyer, its Secretary, this 13th day of May, 1948. CHAMPION SPARK PLUG COMPANY By /s/ R. A. STRANAHAN ---------------------------- President Champion Spark Plug Company By /s/ H. B. SPEYER ---------------------------- Seal President -3- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED, that on this 13th day of May, A. D. 1948, personally came before me, E. G. Greiner, a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such, and, he, the said R. A. STRANAHAN, as such President duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to the said foregoing Certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. /s/ E. G. GREINER --------------------------------- Notary Public, Lucas County, Ohio E. G. GREINER Notary Public, Lucas County, Ohio Notary Seal My Commission Expires Aug. 24, 1950 Lucas County, Ohio CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of said Champion Spark Plug Company duly held and convened, resolutions were duly adopted setting forth a proposed amendment to the certificate of incorporation of said corporation and declaring said amendment advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: WHEREAS, Eighty-Three Thousand, Six Hundred Twenty-Seven (83,627) of the Company's Preferred Shares with a par value of One Hundred Dollars ($100.00) each have been retired; and WHEREAS, the Board of Directors considers it advisable (1) to cancel and extinguish Eighty-Three Thousand, Six Hundred Twenty-Seven (83,627) Preferred Shares with a par value of One Hundred Dollars ($100.00) each and (2) amend Article Sixth of the Certificate of Incorporation; NOW THEREFORE BE IT RESOLVED, That the following cancellation and extinguishment of Eighty- Three Thousand, Six Hundred Twenty-Seven (83,627) Preferred Shares with a par value of One Hundred Dollars ($100.00) each and amendment to the Certificate of Incorporation be and the same hereby are proposed and declared to be advisable: 1. That Eighty-Three Thousand Six Hundred Twenty-Seven (83,627) of the Company's Preferred Shares having a -2- par value of One Hundred Dollars ($100.00) each, be and the same hereby are cancelled. 2. That the Certificate of Incorporation be and the same hereby is amended by striking out the paragraph of Article SIXTH which reads as follows: "SIXTH: The total number of shares of stock which the surviving corporation (hereinafter referred to in this Article Sixth as the 'corporation') shall have authority to issue is Three Hundred Fifty-Two Thousand (352,000), consisting of One Hundred Two Thousand (102,000) Preferred Shares with a par value of One Hundred Dollars ($100.00) each, and Two Hundred Fifty Thousand (250,000) common shares with a par value of Ten Dollars ($10.00) each." and inserting in lieu thereof a new paragraph reading as follows: "SIXTH: The total number of shares of stock which the surviving corporation (hereinafter referred to in this Article Sixth as the 'corporation') shall have authority to issue is Two Hundred Sixty-Eight Thousand, Three Hundred Seventy-Three (268,373), consisting of Eighteen Thousand Three Hundred Seventy-Three (18,373) Preferred Shares with a par value of One Hundred Dollars ($100.00) each and Two Hundred Fifty Thousand (250,000) common shares with a par value of Ten Dollars ($10.00) each." RESOLVED FURTHER, That the President or Vice President and the Secretary or Assistant Secretary be and they hereby are authorized and directed to execute a Certificate of Amendment to the Certificate of Incorporation and file the same with the Secretary of the State of Delaware as required by the General Corporation Law of the State of Delaware and in such other states wherein the Company is authorized to do business and in which the filing thereof is required by law or deemed advisable, and to do and perform such other and further acts and things as may be proper and appropriate to carry the foregoing resolutions into full force and effect. -3- SECOND: That thereafter, pursuant to resolution of its board of directors, a special meeting of the stockholders of said corporation was duly called and held, at which meeting the necessary number of stockholders as required by statute voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 26 of the General Corporation Law of Delaware as amended. FOURTH: That said amendment does not effect any change in the issued shares of said corporation. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its corporate seal to be hereunto affixed and this certificate to be signed by R. A. Stranahan, its President, and H. B. Speyer, its Secretary this 29th day of July, 1946. CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY SEAL By /s/ R.A. Stranahan ----------------------------------- President By /s/ H.B. Speyer ------------------------------------ Secretary -4- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 29th day of July A.D., 1946, personally came before me J. M. Robinson a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said R. A. Stranahan, as such President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to the foregoing certificate are in the handwriting of the said President and Secretary of said Company respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. Notary Public NOTARIAL SEAL LUCAS COUNTY, O. CERTIFICATE OF REDUCTION OF CAPITAL OF CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: 1. That at a meeting of its board of directors duly held and convened, a resolution was adopted setting forth a proposed reduction of the outstanding capital of said corporation in the manner and to the extent hereinafter set forth and calling a meeting of the stockholders having voting powers for the consideration thereof. 2. That thereafter at a special meeting of the stockholders of the above named corporation called upon at least five days' notice, given in accordance with the by-laws thereof, for the purpose of voting upon the question of reducing its outstanding capital, the following resolution was duly adopted by the holders of record of a majority of the outstanding shares of stock of the corporation, having voting powers, reducing the capital of the corporation by the amount of Two Million Two Hundred Thousand Dollars ($2,200,000.00): WHEREAS, Twenty-Two Thousand (22,000) Preferred shares with a par value of One Hundred Dollars ($100,000) each have been surrendered to the Company for retirement; NOW THEREFORE BE IT RESOLVED THAT: 1. Said Twenty-Two Thousand (22,000) Preferred Shares with a par value of One Hundred Dollars ($100.00) each, be and the same hereby are retired: -2- 2. The proper officer or officers of the Company be and hereby are authorized and directed to charge against the capital of the Company an amount equal to the par value of said Twenty-Two Thousand (22,000) Preferred Shares, to-wit, Two Million, Two Hundred Thousand Dollars, ($2,200,000.00): 3. The capital of the Company be and it hereby is reduced in the amount of Two Million Two Hundred Thousand Dollars ($2,200,000.00). RESOLVED FURTHER, That the President or Vice President and the Secretary or Assistant Secretary be and they hereby are authorized and directed to execute a Certificate of Reduction of Capital and file the same with the Secretary of the State of Delaware as required by the General Corporation Law of the State of Delaware and in such other states wherein the Company is authorized to do business and in which the filing thereof is required by law or deemed advisable and to do and perform such other and further acts and things as may be proper and appropriate to carry the foregoing resolutions into full force and effect. 3. That the assets of the corporation remaining after such reduction are sufficient to pay any debts, the payment of which has not been otherwise provided for. IN WITNESS WHEREOF, said Champion Spark Plug Company has caused its corporate seal to be affixed and this certificate to be signed by R. A. Stranahan, its President and H. B. Speyer, its Secretary, this 29th day of July, 1946. CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY SEAL By /s/ R.A. Stranahan ---------------------------------------- President By /s/ H.B. Speyer ---------------------------------------- Secretary -3- STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED that on this 29th day of July A. D., 1946, personally came before me, Jim Robinson a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said R. A. Stranahan, as such President, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said President and Secretary of said company respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. NOTARIAL SEAL LUCAS COUNTY, O. Notary Public J. M. ROBINSON Notary Public, Lucas County, Ohio My Commission Expires Nov. 3, 1947 CERTIFICATE OF REDEMPTION OF PREFERRED STOCK OUT OF CAPITAL OF CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: That pursuant to the provisions of Section 27 of the General Corporation Law of the State of Delaware, as amended, and subject to the provisions of its Certificate of Incorporation, Twenty-Four Thousand Seven Hundred and Forty-Four (24,744) shares of its issued and outstanding preferred stock were redeemed and retired. SECOND: That the amount of capital of said corporation which was applied to such redemption of said Twenty-Four Thousand Seven Hundred and Forty-four (24,744) preferred shares was Two Million Four Hundred Seventy-Four Thousand Four Hundred Dollars ($2,474,400.00). That the capital of the corporation is hereby reduced by the amount of capital which was applied to such redemption, to-wit, Two Million Four Hundred Seventy-Four Thousand Four Hundred Dollars ($2,474,400.00), which amount is the same as the amount of capital represented by the shares so redeemed. THIRD: That the assets of the corporation remaining after such redemption are sufficient to pay any debts of the corporation, the payment of which has not been otherwise provided for. IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY has caused its corporate seal to be affixed and this Certificate to be signed by R. A. Stranahan, its President, and H. B. Speyer, its Secretary this 28th day of October, 1942. CHAMPION SPARK PLUG COMPANY By: R. A. Stranahan - President Champion Spark Plug Company By: H. B. Speyer - Secretary SEAL STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED, that on this 28th day of October, A.D. 1942, personally came before me, John M. Robinson, a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such, and he, the said R. A. Stranahan as such President duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to the said foregoing Certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. John M. Robinson Notary Public, Lucas County, Ohio. My commission expires October 23, 1944 Notarial Seal Lucas County, O. CERTIFICATE OF REDEMPTION OF PREFERRED STOCK OUT OF CAPITAL OF CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: That pursuant to the provisions of Section 27 of the General Corporation Law of the State of Delaware, as amended, and subject to the provisions of its Certificate of Incorporation, Twenty Thousand Five Hundred Sixty-three (20,563) shares of its issued and outstanding preferred stock were redeemed and retired. SECOND: That the amount of capital of said corporation which was applied to such redemption of said Twenty Thousand Five Hundred Sixty-three (20,563) preferred shares was Two Million Fifty-six Thousand Three Hundred Dollars ($2,056,300.) That the capital of the corporation is hereby reduced by the amount of capital which was applied to such redemption, to-wit, Two Million Fifty-six Thousand Three Hundred Dollars ($2,056,300), which amount is the same as the amount of capital represented by the shares so redeemed. THIRD: That the assets of the corporation remaining after such redemption are sufficient to pay any debts of the corporation, the payment of which has not been otherwise provided for. IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY HAS caused its corporate seal to be affixed and this certificate to be signed by R. A. Stranahan, its President and H. B. Speyer, its Secretary, this 31 day of August, 1942. CHAMPION SPARK PLUG COMPANY Champion Spark Plug Company By Robert A. Stranahan, President Seal By H. B. Speyer, Secretary STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED, that on this 31st day of August, A.D. 1942, personally came before me, John M. Robinson, a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said R. A. Stranahan as such President duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to the said foregoing certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. John M. Robinson Notary Public, Lucas County, Ohio. Notarial Seal Lucas County, O. CERTIFICATE OF REDEMPTION OF PREFERRED STOCK OUT OF CAPITAL OF CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: That pursuant to the provisions of Section 27 of the General Corporation Law of the State of Delaware, as amended, and subject to the provisions of its Certificate of Incorporation, Sixteen thousand and three hundred and twenty (16,320) shares of its issued and outstanding preferred stock were redeemed and retired. SECOND: That the amount of capital of said corporation which was applied to such redemption of said Sixteen thousand three hundred and twenty (16,320) preferred shares was One Million Six Hundred and Thirty-two Thousand Dollars ($1,632,000.) That the capital of the corporation is hereby reduced by the amount of capital which was applied to such redemption, to-wit, One Million Six Hundred and Thirty-two Thousand Dollars ($1,632,000), which amount is the same as the amount of capital represented by the shares so redeemed. THIRD: That the assets of the corporation remaining after such redemption are sufficient to pay any debts of the corporation, the payment of which has not been otherwise provided for. IN WITNESS WHEREOF, said CHAMPION SPARK PLUG COMPANY HAS caused its corporate seal to be affixed and this certificate to be signed by R. A. Stranahan, its President and H. B. Speyer, its Secretary, this 7th day of November, 1941. CHAMPION SPARK PLUG COMPANY By R. A. Stranahan (s) President By H. B. Speyer (s) Secretary Champion Spark Plug Company Seal STATE OF OHIO ) ) ss. COUNTY OF LUCAS ) BE IT REMEMBERED, that on this 7th day of November, A.D. 1941, personally came before me, John M. Robinson, a Notary Public in and for the County and State aforesaid, R. A. Stranahan, President of Champion Spark Plug Company, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said R. A. Stranahan as such President duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said President and of the Secretary of said corporation to the said foregoing certificate are in the handwriting of the said President and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid. John M. Robinson Notary Public, Lucas County, Notarial Seal Ohio Lucas County, O. AGREEMENT OF MERGER BETWEEN MADISON SECURITIES CO. AND CHAMPION SPARK PLUG COMPANY. AGREEMENT OF MERGER, dated this 14th day of December, 1938, between MADISON SECURITIES CO., first party, and CHAMPION SPARK PLUG COMPANY, second party, both being corporations organized and existing under the laws of the State of Delaware. The Certificate of Incorporation of first party, MADISON SECURITIES CO., was filed in the office of the Secretary of the State of Delaware on December 5, 1938, and was recorded in the office of the Recorder of Deeds for the County of New Castle on December 5, 1938. The Certificate of Incorporation of second party, CHAMPION SPARK PLUG COMPANY, was filed in the office of the said Secretary of State on September 11, 1916, and was recorded in the office of said Recorder of Deeds on September 12, 1916. A Certificate of Amendment thereto was filed in the office of said Secretary of State on April 30, 1917, and was recorded in the office of said Recorder of Deeds on May 1, 1917; and a further Certificate of Amendment was filed in the office of said Secretary of State on June 15, 1921, and was recorded by said Recorder on June 20, 1921. First party, MADISON SECURITIES CO., is authorized to issue a total of Three Hundred Fifty-two Thousand (352,000) shares, of which One Hundred Two Thousand (102,000) are -1- Preferred Shares of the par value of One Hundred Dollars ($100.00) each and Two Hundred Fifty Thousand (250,000) are common shares of the par value of Ten Dollars ($10.00) each; and it has outstanding One Hundred Two Thousand (102,000) Preferred Shares and One Hundred Eighty Thousand (180,000) common shares. The capital of said first party is Twelve Million Dollars ($12,000,000.00), of which Ten Million Two Hundred Thousand Dollars ($10,200,000.00) is preferred capital and One Million Eight Hundred Thousand Dollars ($1,800,000.00) is common capital. Second party, CHAMPION SPARK PLUG COMPANY, is authorized to issue a total of Two Hundred Thousand (200,000) shares, all of which are common shares of the par value of Ten Dollars ($10.00) each; and it has outstanding One Hundred Eighty-eight Thousand and Fifty (188,050) shares (including Nine Hundred (900) treasury shares, not as yet retired). The capital of second party is One Million Eight Hundred Eighty Thousand Five Hundred Dollars ($1,880,500.00), of which Nine Thousand Dollars ($9,000.00) is capital in respect of said treasury shares and One Million Eight Hundred Seventy-one Thousand Five Hundred Dollars ($1,871,500.00) is capital in respect of other outstanding shares. Of said outstanding shares, One Hundred Sixty-nine Thousand Two Hundred (169,200) are held and owned by first party. The principal office of first party, MADISON SECURITIES CO., in the State of Delaware is located at Number 100 West Tenth Street, in the City of Wilmington, County of New Castle, and the name and address of its resident agent is The Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware. The principal office of second party, CHAMPION SPARK PLUG COMPANY, in the State of Delaware is located at Delaware Trust Building, in the City of -2- Wilmington, County of New Castle, and the name and address of its resident agent is The Delaware Charter Guarantee & Trust Company, Delaware Trust Building, Wilmington, Delaware. The corporations, parties to this agreement, by and between their respective Boards of Directors, have agreed, and hereby agree with each other, to merge into a single corporation which shall be the first party, MADISON SECURITIES CO., one of the constituent corporations, and that second party, CHAMPION SPARK PLUG COMPANY, shall be merged into first party pursuant to the General Corporation Law of the State of Delaware, (the name of first party, upon and in such merger, to be changed to "Champion Spark Plug Company"); and do hereby agree upon and prescribe the terms and conditions of said merger and of carrying the same into effect as follows. FIRST: Second party, CHAMPION SPARK PLUG COMPANY, shall be and hereby is merged into first party, MADISON SECURITIES CO., and the separate existence of said second party shall cease; said two corporations shall be and hereby are merged into a single corporation which shall be the first party, which is one of the constituent corporations and which shall be the surviving corporation. SECOND: The name of the surviving corporation henceforth is and shall be CHAMPION SPARK PLUG COMPANY. THIRD: The principal office of the surviving corporation in the State of Delaware is and shall be located at Number 100 West Tenth Street, in the city of Wilmington, County of New Castle, and the name and address of its resident agent are and shall be The Corporation Trust Company, Number 100 West Tenth Street, Wilmington, Delaware. FOURTH: The surviving corporation shall possess all the rights, privileges, powers and franchises, as well of a public as of a private nature, and be subject to all the restrictions, disabilities -3- and duties of each of said corporations, parties to this agreement, and all and singular the rights, privileges, powers and franchises of each of said corporations, and all property, real, personal and mixed, and all debts due to either of said corporations on whatever account, and all other things in action of or belonging to each of said corporations shall be vested in the surviving corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be as effectually the property of the surviving corporation as they were of the respective corporations, parties to this agreement; and the title to any real estate, whether by deed or otherwise, under the laws of the State of Delaware, vested in either of the said corporations, shall not revert or be in any way impaired by reason of said merger. The rights of creditors and of liens upon the property of either of the corporations, parties hereto, shall be preserved unimpaired, and all debts, liabilities and obligations of second party shall henceforth attach to said surviving corporation and may be enforced against it to the same extent as if it had incurred or contracted them. Any action or proceeding pending by or against either of the corporations parties hereto may be prosecuted to judgment as if said merger had not taken place, or the surviving corporation may be substituted in its place. FIFTH: The nature of the business or objects or purposes to be transacted, promoted or carried on by the surviving corporation are as follows: (1) To manufacture, design, develop, buy or otherwise acquire, sell and deal in spark plugs, electrical ignition devices, and any and all kinds of electrical equipment, machinery, parts and appliances for motor vehicles, motors and engines, and articles and supplies used or useful in connection with any of the foregoing. -4- (2) To manufacture, design, develop, buy or otherwise acquire, sell, transfer, exchange or otherwise dispose of, and to invest, trade and deal in or with goods, wares and merchandise and personal property of every kind and description. (3) To acquire by purchase, subscription, underwriting, participation in syndicates, or otherwise, and to receive, hold, own, sell, exchange or otherwise dispose of, pledge or hypothecate al kinds of shares, bonds, mortgages, debentures, trust receipts, participation certificates, certificates of beneficial interest, notes and other securities, obligations, contracts, choses in action and evidences of indebtedness generally, or interests therein, of any corporations, associations, firms, trusts, persons, governments, states, colonies, municipalities and other organizations; to receive, collect and dispose of interest, dividends, and income upon, of or from any of the foregoing and any other property held or owned by it and to exercise any and all rights and privileges of individual ownership or interest in respect of any and all such shares or other securities or obligations, including the right to vote thereon for any and all purposes, and to do any and all acts and things for the preservation, protection, improvement and enhancement in value thereof, and to guarantee the same or become surety in respect thereto, and to aid by loan, subsidy, guarantee or otherwise, those issuing, creating or responsible for the same. (4) To undertake and carry out the financing, financial adjustment, reorganization, consolidation merger and liquidation of any corporation or of any undertaking, business, affairs or interests and to transact any business necessary or convenient relating or incident thereto. (5) To enter into, assist, promote, conduct, perform or participate in, every kind of commercial, mercantile or industrial enterprise, business, or work, contract, undertaking, venture or operation. -5- (6) To purchase or otherwise acquire, take over, hold, sell, liquidate, or otherwise dispose of, the real estate, plants, equipment, inventory, merchandise, materials and other assets, shares, goodwill, rights, franchises, patents, trade-marks and trade names and other properties of domestic or foreign corporations, firms, associates, syndicates, individuals, and others; to continue, alter, extend, or develop, their business, assume their liabilities, guarantee or become surety for the performance of their obligations; reorganize their capital, and participate in any way in their affairs; to take over as a going concern and continue, in its own name, any business so acquired, and to pay for any such business or properties in cash, shares, bonds, debentures, securities, or obligations of this Corporation, or otherwise. (7) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect of, or otherwise dispose of, any patents and inventions, improvements and processes used in connection with or secured under Letters Patent of the United States or any dependency, colony or insular possession of the United States, or of any foreign government, trade-marks and trade names, and to acquire, use, exercise, or otherwise turn to gain licenses in respect of any such patents, inventions, processes and the like, or any such property rights. (8) To purchase, hold, re-issue, sell, exchange or otherwise deal in its own securities, including shares of its capital stock of any class, as and to the extent now or from time to time permitted by the laws of the State of Delaware; but nothing herein contained shall be construed as limiting or restricting the exercise of any lawful rights or powers of the corporation in respect of the purchase of preferred shares out of its capital, and retirement of such shares. -6- (9) To carry on any or all of its operations and business and to promote its objects within the State of Delaware or elsewhere, without restrictions as to place or amount. The purposes specified in any clause or paragraph contained in this Article Fifth shall be deemed to be independent purposes, and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph contained in this Agreement of Merger. SIXTH: The total number of shares of stock which the surviving corporation (hereinafter referred to in this Article Sixth as the "corporation") shall have authority to issue is Three Hundred Fifty-two Thousand (352,000), consisting of One Hundred Two Thousand (102,000) Preferred Shares with a par value of One Hundred Dollars ($100.00) each, and Two Hundred Fifty Thousand (250,000) common shares with a par value of Ten Dollars ($10.00) each. (1) The holders of Preferred Shares shall be entitled to receive dividends thereon at the rate of three (3) per centum per annum, and no more, payable periodically or in one payment, as the Board of Directors may from time to time determine. In any calendar year said preferred dividends at said rate shall be declared, and paid or provision for the payment thereof made, before any dividend or other distribution shall be declared, set apart or paid on the common shares; but said preferred dividends shall not be cumulative and if the full amount thereof is not declared in any calendar year, the right of the holders of Preferred Shares to receive the deficiency thereof shall lapse. After the full preferred dividends above specified have been declared in any calendar year and payment thereof has been made or provided for, the holders of Preferred Shares shall not, as such, be entitled to receive or to participate in any further or additional dividends or distributions declared, set apart or paid during such year. -7- (2) Preferred Shares shall be preferred as to assets as wells as to dividends. Upon any dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, the holders of Preferred Shares shall be entitled to receive and be paid the sum of One Hundred Dollars ($100.00) per share, plus an amount equal to all preferential dividends thereon, which have been declared and remain unpaid, but no more, before any distribution shall be made to the holders of common shares. After payment of the full preferential amounts aforesaid, the holders of Preferred Shares shall not as such be entitled to any other part of or participation in the assets of the corporation. (3) The holders of Preferred Shares shall not as such have any interest, right or participation in or to the assets or earnings of the corporation except as hereinabove stated. (4) The corporation may at its option to be exercised by its Board of Directors, at any time and from time to time, redeem the whole or any part of the Preferred Shares at a price equal to One Hundred Two Dollars ($102.00) per share plus the amount of all preferential dividends thereon which shall have been declared and remain unpaid on the date fixed for redemption. If at any time less than all of the Preferred Shares outstanding shall be called for redemption, the Board of Directors may select the shares to be redeemed by lot or otherwise, as in their discretion they may determine. Such redemption need not in any case be pro rata, and the Board of Directors may call for redemption all or any part of the Preferred Shares of any holder. Notice of any proposed redemption of Preferred Shares stating the date of redemption and the place of payment of the redemption price shall be given by mailing a copy of such notice at least thirty (30) days prior to the date fixed for redemption to the holders of the shares to be redeemed at their respective addresses as the same appear upon the books of the corporation. If such notice of -8- redemption shall have been duly given, and if on or before the redemption date specified therein all funds necessary for such redemption shall have been set aside so as to be available therefor, then, notwithstanding that any certificate for Preferred Shares so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, and the right to receive dividends thereon and all other rights with respect to such Preferred Shares so called for redemption shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable upon redemption thereof, but without interest. Subject to the limitations and provisions of this Article Sixth, the Board of Directors may prescribe the manner, terms and conditions upon which Preferred Shares shall be called for redemption or redeemed. SEVENTH: The surviving corporation is to have perpetual existence. EIGHTH: The private property of the stockholders of the surviving corporation shall not be subject to the payment of corporate debts to any extent whatever. NINTH: The By-Laws of first party shall continue to be the By-Laws of first party as the surviving corporation until altered, amended or repealed according to the provisions thereof. TENTH: The first Board of Directors of the surviving corporation shall be five in number, and shall consist of the individuals who are now directors of first party, and whose names and residences are as follows: -9- Names Residences ----- ---------- R. A. Stranahan West Central Avenue, Box 26-B, R.F.D. 2, Toledo, Ohio. F. D. Stranahan Dixie Highway, R.F.D., Perrysburg, Ohio. Duane Stranahan 420 East 2nd Street, Perrysburg, Ohio. H. B. Speyer 2533 Drummond Road, Toledo, Ohio. E. J. Marshall 2347 Robinwood Avenue, Toledo, Ohio. Said persons shall continue to be directors from and after the effective date of merger until their successors are elected in accordance with the By- Laws. All persons who at the effective date of merger shall be executive or administrative officers of first party shall be and remain like officers of it, as the surviving corporation, until its Board of Directors shall otherwise determine. ELEVENTH: (1) The stockholders and directors of the surviving corporation shall have power, if the By-Laws so provide, to hold their meetings either within or without the State of Delaware, and to have one or more offices and places of business either within or without the State of Delaware in addition to the principal office in Delaware. (2) Each holder of record of shares, whether preferred or common, shall be entitled to one vote for each share standing in his name on the books of the surviving corporation, at all meetings of stockholders and for all purposes; subject, nevertheless, to the right of the Board of Directors to close the stock transfer books of the surviving corporation prior to any meeting, or to fix in advance -10- a record date for the determination of stockholders entitled to notice of, or to vote at, any meeting, or to consent, for any purpose. (3) An election of directors need not be by ballot unless requested by a stockholder entitled to vote at the election. TWELFTH: No holder of shares of any class of the surviving corporation (referred to in this Article as the "corporation") shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class whatsoever now or hereafter authorized, or to purchase or subscribe for securities convertible into or exchangeable for shares of the corporation, or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares; and the holders of shares of the corporation, of any class, shall have only such rights of subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors in its discretion may from time to time determine. THIRTEENTH: In the furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the surviving corporation (referred to in this Article as the "corporation") is expressly authorized: (1) Subject to any limitations that may be imposed by the stockholders, to make, alter, amend and repeal by-laws of the corporation, but any by-laws made by the Board of Directors or stockholders may be altered, amended or repealed by the stockholders at any annual meeting, or at any special meeting, the notice of which includes notice of such proposed alteration, amendment or repeal. (2) To fix and determine, and to vary the amount of working capital of the corporation; to determine whether any, and if any, what part, of its net assets or surplus, however created or -11- arising, shall be used or disposed of or declared in dividends or paid to stockholders; to use and apply such net assets or surplus, or any part thereof, at any time or from time to time, in the purchase or acquisition of shares of any class, to such extent or amount and in such manner and upon such terms as the Board of Directors shall deem expedient. (3) Without the assent or vote of the stockholders, to borrow money without limit as to amount, to authorize and issue obligations of the corporation, secured or unsecured, upon such terms and conditions as the Board of Directors shall deem expedient, and to authorize the mortgaging or pledging as security therefor of any property of the corporation, real or personal, including after acquired property. (4) From time to time to determine whether, and to what extent, and at what times and places, and under what conditions and regulations, accounts, books and records of the corporation (except such as may by the Delaware Corporation Law be specifically made open to inspection), or any of them, shall be open to the inspection of stockholders. FOURTEENTH: A director of the surviving corporation (referred to in this Article as the "corporation") shall not be disqualified by his office from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any transaction or contract or act of this corporation be void or voidable, or in any way affected or invalidated, by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract or act, provided the fact that such director, or such firm, or such corporation, is so interested, shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken; -12- nor shall any such director be liable to account to the corporation for any gains or profits realized by or from or through any such transaction or contract or act of this corporation, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a shareholder or director, is interested in such transaction or contract or act; and any such director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the corporation which shall authorize any such contract or transaction or act, and may vote to authorize, ratify or approve any such contract or transaction or act, with like force and effect as if he, or any firm of which he is a member, or any corporation of which he is a shareholder or director, were not interested in such transaction or contract or act. FIFTEENTH: The surviving corporation reserves the right to amend, alter, change or repeal any provision contained in this Agreement of Merger in the manner now or hereafter prescribed by law; and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation. SIXTEENTH: The manner of converting the shares of each of the constituent corporations into shares of the surviving corporation shall be as follows: (1) The outstanding shares of preferred and common stock of first party shall continue to be outstanding as shares of preferred and common stock of said first party as the surviving corporation; (2) Upon the filing of this Agreement of Merger in the office of the Secretary of State of Delaware, (a) the One Hundred Sixty-nine Thousand Two Hundred (169,200) shares of stock of second party, owned and held by first party, shall by such filing and without the necessity of further act or deed, be -13- cancelled and extinguished; and none of them shall be exchanged for or converted into shares of the surviving corporation; (b) any outstanding shares of stock of second party, which are then owned by said second party shall not be transferred nor shall any beneficial interest therein pass to first party as the surviving corporation, nor shall any shares of stock of said surviving corporation be issued in exchange therefor; and any such shares of stock of second party owned by it shall, by such filing, be cancelled, without the necessity for further act or deed, and shall have the status of authorized but unissued stock of the surviving corporation; (c) each of the other outstanding shares of stock of second party (said shares being Seventeen Thousand Nine Hundred Fifty (17,950) in number) shall, by such filing and without the necessity of further act or deed, be converted into, and shall constitute, one and one-tenth (1.1) common shares of the surviving corporation; and the holders of certificates for such outstanding shares of second party, upon surrender of such certificates, duly endorsed, if required, shall be entitled to receive in exchange therefor certificates for one and one tenth (1.1) common shares of the surviving corporation for each one (1) share of stock of second party represented by the certificates so surrendered. (3) In order to evidence the cancellation of all the outstanding shares of stock of second party (including any such shares which are owned by said second party), the certificates therefor shall be surrendered and cancelled; but delay in the surrender thereof, or in making the exchange of certificates for such shares of second party as are converted into shares of the surviving corporation, shall not affect such conversion or the cancellation or extinguishment of the shares of stock of second party; and upon the filing of this Agreement of Merger with the Secretary of State of Delaware, all of the outstanding shares of stock of second party shall nevertheless be cancelled and extinguished as hereinabove provided. SEVENTEENTH: Upon and by the filing of this Agreement in the office of the Secretary of State of Delaware, any and all agreements, contracts and other instruments creating or evidencing -14- any option or right of second party, CHAMPION SPARK PLUG COMPANY, to repurchase any of its shares of stock theretofore outstanding or any other options or rights in respect of any of its said shares shall, without the necessity of further act or deed be modified and amended, as follows: (a) by substituting the surviving corporation as a party thereto in place of second party; and (b) by substituting for the shares of stock of the second party mentioned therein, the common shares of the surviving corporation for which they have been exchanged or into which they have been converted. All the terms and provisions of such agreements, contracts or other instruments shall thenceforth continue in force and apply to the said shares of the surviving corporation and reference therein to the book value of shares shall mean the book value of the common shares of the surviving corporation; and all options and rights of every kind created or evidenced by such agreements, contracts or other instruments, as so modified and amended, shall, by the filing of this Agreement of Merger, pass to, vest in, and be deemed to be assigned to the surviving corporation; provided, however, that nothing herein contained shall prevent any subsequent modification, amendment, termination or extension of any one or more of such agreements, contracts or other instruments which may be mutually agreed upon. The By-Laws of the surviving corporation may provide, or authorize the Board of Directors from time to time to provide, for the sale and issuance of additional shares of stock subject to such options or rights of repurchase or other options or rights in favor of the surviving corporation and/or restrictions upon sale or transfer of such shares by the holder, as may be expressed in the By-Laws or from time to time provided by the Board of Directors. Certificates for all shares of the surviving corporation which upon the filing of this Agreement of Merger or at any time thereafter are subject to any such options, rights or restrictions upon sale -15- or transfer, may in the discretion of the surviving corporation, to be exercised by its Board of Directors, bear a legend, notice or endorsement thereof and/or a reference to the agreement, contract or other instrument or By-Laws creating or evidencing the same; and all such certificates and the shares represented by them shall be transferable only in accordance with and subject to such options, rights and restrictions, and in such manner and under such regulations as the By-Laws provide. EIGHTEENTH: Unless all of the stockholders of first party and second party, respectively, shall consent and agree in writing to the adoption of this Agreement of Merger without a meeting, then the said Agreement shall be submitted to the stockholders of each of said corporations at a meeting thereof, called separately for the purpose of taking the same into consideration, notice of which meetings shall be duly given as provided by the laws of Delaware. -16- IN WITNESS WHEREOF, the parties to this Agreement, pursuant to authority duly given by their respective Boards of Directors, have caused this agreement to be executed by a majority of their respective Boards of Directors and have caused their respective corporate seals to be hereunto affixed on the date first above mentioned. MADISON SECURITIES CO., First Party, By /s/ Robert A. Stranahan ---------------------------------------- /s/ Frank Stranahan ----------------------------------- MADISON SECURITIES CO. (DELAWARE) /s/ Duane Stranahan --------------------------------------- TOLEDO, OHIO SEAL /s/ E.J. Marshall --------------------------------------- (Majority of its Board of Directors.) Attest: /s/ H.B Speyer ------------------------------ Secretary. CHAMPION SPARK PLUG COMPANY, Second Party By /s/ Robert A. Stranahan -------------------------------------- CHAMPION SPARK PLUG COMPANY SEAL /s/Frank Stranahan -------------------------------------- /s/ Duane Stranahan -------------------------------------- /s/ M.C. Dewitt -------------------------------------- (Majority of its Board of Directors.) Attest: /s/ H.B. Speyer - -------------------------- Secretary. -17- CERTIFICATE OF APPROVAL BY STOCKHOLDERS MADISON SECURITIES CO. (First Party) The undersigned, Howard B. Speyer, Secretary of MADISON SECURITIES CO., a corporation of the State of Delaware, hereby certifies, as such Secretary and under the seal of said corporation, that the Agreement of Merger to which this Certificate is attached, after having been first signed by a majority of the directors of said corporation and by a majority of the directors of CHAMPION SPARK PLUG COMPANY, second party to said Agreement, was duly adopted by the unanimous written consent of all of the stockholders of said MADISON SECURITIES CO., holding One Hundred Two Thousand (102,000) shares of preferred stock and One Hundred Eighty Thousand (180,000) shares of common stock of the corporation, the same being all of the shares issued and outstanding and entitled to vote upon said Agreement of Merger; and that said consent is attached hereto and made a part of the Agreement of Merger. WITNESS my hand and the seal of said corporation this 16th day of December, 1938. /s/ Howard B. Speyer ---------------------------------------- Secretary. MADISON SECURITIES CO. (DELAWARE) TOLEDO, OHIO SEAL -18- UNANIMOUS CONSENT OF STOCKHOLDERS OF MADISON SECURITIES CO. TO ADOPTION OF AGREEMENT OF MERGER December 15, 1938. The undersigned, being all of the stockholders of MADISON SECURITIES CO., a corporation of the State of Delaware, severally owning and holding of record the number of shares of its preferred and common stock set opposite their respective names, hereby adopt, and consent and agree to the adoption by said corporation, without a meeting of stockholders, of an Agreement of Merger between said corporation and Champion Spark Plug Company, also a corporation of the State of Delaware, which Agreement is dated the 14th day of December, 1938, and has been adopted, entered into and signed by a majority of the directors of each of said corporations and has been submitted to the stockholders of each of them; and the undersigned further consent and agree to the execution of said Agreement in the name and on behalf of said Madison Securities Co. and to the filing and recording thereof as provided by the laws of Delaware. IN WITNESS WHEREOF the undersigned have executed this consent on and as of the date above stated. -19-
Preferred Common Names Shares Shares - ----- ----------- ------- ________________________ 120.7 213 (Robert A. Stranahan) ________________________ 256.7 453 (Frank D. Stranahan) ________________________ 3,400.0 6,000 (Duane Stranahan) ________________________ 6.8 12 (E. J. Marshall) ________________________ 6.8 12 (H. B. Speyer) ________________________ 9,350.0 16,500 (H. B. Speyer, Trustee) ________________________ 80,784.0 142,560 (Aumend & Co.) ________________________ ) (R. A. Stranahan) ) ) 4,037.5 7,125 ________________________ ) (F. D. Stranahan) ) As Trustee for Anna S. Friend ) ________________________ ) (R. A. Stranahan) ) ) 4,037.5 7,125 ________________________ ) (F.D. Stranahan) ) As Trustee for Ada S. Morse ) ------- ------- Totals 102,000 180,000
-20- CERTIFICATE OF APPROVAL ----------------------- BY -- STOCKHOLDERS ------------ OF -- CHAMPION SPARK PLUG COMPANY --------------------------- (Second Party) The undersigned, Howard B. Speyer, Secretary of CHAMPION SPARK PLUG COMPANY, a corporation of the State of Delaware, hereby certifies, as such Secretary and under the seal of said corporation, that the Agreement of Merger to which this Certificate is attached, after having been first signed by a majority of the directors of said corporation and by a majority of the directors of MADISON SECURITIES CO., first party to said Agreement, was duly adopted by the unanimous written consent of all of the stockholders of said CHAMPION SPARK PLUG COMPANY, holding One Hundred Eighty-Seven Thousand One Hundred Fifty (187,150) shares of the capital stock of the corporation, the same being all of the shares issued and outstanding and entitled to vote upon said Agreement of Merger; and that said consent is attached hereto and made a part of the Agreement of Merger. WITNESS my hand and the seal of said corporation this 16th day of December, 1938. /s/ Howard B. Speyer ----------------------------------------- Secretary. CHAMPION SPARK PLUG COMPANY SEAL -21- UNANIMOUS CONSENT OF STOCKHOLDERS OF CHAMPION SPARK PLUG COMPANY TO ADOPTION OF AGREEMENT OF MERGER December 15, 1938. The undersigned, being all of the stockholders of CHAMPION SPARK PLUG COMPANY, a corporation of the State of Delaware, severally owning and holding of record the number of its shares of stock set opposite their respective names hereby adopt, and consent and agree to the adoption by said corporation, without a meeting of stockholders, of an Agreement of Merger between said corporation and Madison Securities Co., also a corporation of the State of Delaware, which Agreement is dated the 14 day of December, 1938, and has been adopted, entered into and signed by a majority of the directors of each of said corporations and has been submitted to the stockholders of each of therm; and the undersigned further consent and agree to the execution of said Agreement in the name and on behalf of said CHAMPION SPARK PLUG COMPANY and to the filing and recording thereof as provided by the laws of Delaware. IN WITNESS WHEREOF the undersigned have executed this consent on and as of the date above stated. -22- Names Shares ----- ------ ____________________________________ 500 (M.C. DeWitt) ____________________________________ 500 (M.C. DeWitt) As Trustee for Grace DeWitt Frazer ____________________________________ 500 (M.C. DeWitt) As Trustee for Loraine DeWitt Reekie ____________________________________ 2,100 (Effie L. DeWitt) (Separate consent attached) 3,600 - ------------------------------------ (Josephine E. Jeffery) ____________________________________ 2,975 (Mrs. Saida K. Jeffery) ____________________________________) 625 (Benjamin A. Jeffery) ) ) ____________________________________) (B. DeWitt Jeffery) ) As Trustees ) ___________________________________ 500 (Frank H. Riddle) -23- Names Shares ----- ------ ____________________________________ 750 (J.F. Barr) ____________________________________ 1,000 (Charles E. Dewar) (Separate consent attached) 750 - ------------------------------------ (Edith E. Rohde) ____________________________________ 500 (Helen B. Marshall) ____________________________________ 2,000 (Walter Caswell) ___________________________________ 250 (Howard B. Speyer) ____________________________________ 250 (Ralph Rowland) -24- NAMES SHARES ----- ------ ____________________________________ 250 (Charles L. Corwin) The Commerce Guardian Bank, As Trustee under the will of Walter W. Hoffman, ) deceased, ) 800 ) By__________________________________ ) ) ____________________________________ 100 (Helen Bush) ) Madison Securities Co., ) a Delaware corporation, ) 169,200 ) By__________________________________ ) President. ) ) and by______________________________ ) ------- Secretary. ) Total Shares 187,150 -25- CONSENT OF EDITH E. ROHDE, A STOCKHOLDER OF CHAMPION SPARK PLUG COMPANY TO ADOPTION OF AGREEMENT OF MERGER. December 15, 1938. The undersigned, a stockholder of Champion Spark Plug Company, a corporation of the State of Delaware, owning and holding of record the number of its shares set opposite her signature, consents and agrees, and joins in the unanimous consent and agreement of the stockholders of said corporation, to the adoption by said corporation, without a meeting of stockholders, of an Agreement of Merger between said corporation and Madison Securities Co., also a corporation of the State of Delaware, which Agreement is dated the 14th day of December, 1938, and has been adopted, entered into and signed by a majority of the directors of each of said corporations and has been submitted to the stockholders of each of them; and the undersigned further consents and agrees, and joins in the unanimous consent and agreement of all stockholders, to the execution of said Agreement in the name and on behalf of said Champion Spark Plug Company and to the filing and recording thereof as provided by the laws of Delaware. IN WITNESS WHEREOF the undersigned has executed this consent on and as of the date first above stated. -26- ______________________ 750 shares (Edith E. Rohde) CONSENT OF JOSEPHINE E. JEFFERY A STOCKHOLDER OF CHAMPION SPARK PLUG COMPANY TO ADOPTION OF AGREEMENT OF MERGER. December 15, 1938. The undersigned, a stockholder of Champion Spark Plug Company, a corporation of the State of Delaware, owning and holding of record the number of its shares set opposite her signature, consents and agrees, and joins in the unanimous consent and agreement of the stockholders of said corporation, to the adoption by said corporation, without a meeting of stockholders, of an Agreement of Merger between said corporation and Madison Securities Co., also a corporation of the State of Delaware, which Agreement is dated the 14th day of December, 1938, and has been adopted, entered into and signed by a majority of the directors of each of said corporations and has been submitted to the stockholders of each of them; and the undersigned further consents and agrees, and joins in the unanimous consent and agreement of all stockholders, to the execution of said Agreement in the name and on behalf of said Champion Spark Plug Company and to the filing and recording thereof as provided by the laws of Delaware. IN WITNESS WHEREOF the undersigned has executed this consent on and as of the date first above stated. __________________________ 3,600 shares (Josephine E. Jeffery) -27- SIGNATURES OF PRESIDENTS AND SECRETARIES OF THE CORPORATE PARTIES. The foregoing Agreement of Merger having been first signed by a majority of the directors of each constituent corporation, a party thereto, and having been duly adopted by the unanimous written consent of all of the stockholders of each constituent corporation, holding all of the shares of each corporation issued and outstanding and entitled to vote upon said Agreement of Merger, all in accordance with the statutes of the State of Delaware, and that fact having been certified on said Agreement by the Secretary of each corporate party thereto, the President and Secretary of each corporate party thereto, do now hereby sign the said Agreement of Merger, under the respective corporate seals of each such corporation, by authority of the directors and stockholders thereof, as the respective act, deed and agreement of each of said corporations on this 16th day of December , 1938. MADISON SECURITIES CO., MADISON SECURITIES CO.(DELAWARE) By /s/ Robert A. Stranahan ---------------------------- TOLEDO, OHIO SEAL President. And by /s/ Howard B. Speyer ------------------------ Secretary. -28- CHAMPION SPARK PLUG COMPANY CHAMPION SPARK PLUG COMPANY SEAL By /s/ Robert A. Stranahan ----------------------------- President. And by /s/ Howard Speyer ------------------------- Secretary. -29- STATE OF OHIO ) ) SS. COUNTY OF LUCAS ) BE IT REMEMBERED That on this 16th day of December 1938, before me, the undersigned, a Notary Public in and for said county and state, personally came Robert A. Stranahan, President of MADISON SECURITIES CO., a corporation of the State of Delaware, who is personally known to me to be the same person whose name is subscribed to the foregoing Agreement of Merger as such President, and who is personally known to me to be the President of such corporation; and acknowledged that he signed, sealed and delivered the said Agreement of Merger as his free and voluntary act as such President and as the free and voluntary act, deed and agreement of said corporation, viz., MADISON SECURITIES CO., for the uses and purposes therein set forth; and further acknowledged said Agreement of Merger to be the act, deed and agreement of said corporation by authority of its Board of Directors, and pursuant to the unanimous written consent of all of the stockholders of said corporation owning and holding all of its outstanding shares of stock, preferred and common, in conformity with the statutes of the State of Delaware. IN WITNESS WHEREOF I have hereunto set my hand and my official seal on the date above stated. _________________________________ Notary Public, Lucas County, Ohio. NOTARIAL SEAL LUCAS COUNTY, O. -30- STATE OF OHIO ) ) SS. COUNTY OF LUCAS ) BE IT REMEMBERED That on this 16th day of December 1938, before me, the undersigned, a Notary Public in and for said county and state, personally came Robert A. Stranahan, President of CHAMPION SPARK PLUG COMPANY, a corporation of the State of Delaware, who is personally known to me to be the same person whose name is subscribed to the foregoing Agreement of Merger as such President, and who is personally known to me to be the President of such corporation, and acknowledged that he signed, sealed and delivered the said Agreement of Merger as his free and voluntary act as such President and as the free and voluntary act, deed and agreement of said corporation, viz., CHAMPION SPARK PLUG COMPANY, for the uses and purposes therein set forth; and further acknowledged said Agreement of Merger to be the act, deed and agreement of said corporation by authority of its Board of Directors, and pursuant to the unanimous written consent of all of the stockholders of said corporation owning and holding all of its outstanding shares of stock, in conformity with the statutes of the State of Delaware. IN WITNESS WHEREOF I have hereunto set my hand and my official seal on the date above stated. _________________________________ Notary Public, Lucas County, Ohio. NOTARIAL SEAL LUCAS COUNTY, O. -31- CERTIFICATE OF INCORPORATION OF MADISON SECURITIES CO. FIRST: The name of this corporation is MADISON SECURITIES CO. SECOND: Its principal office or place of business in the State of Delaware is located at No. 100 West Tenth Street in the City of Wilmington, County of New Castle, and the name and address of its resident agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware. THIRD: The nature of the business or objects or purposes to be transacted, promoted or carried on are: (1) To acquire by purchase, subscription, underwriting, participation in syndicates, or otherwise, and to receive, hold, own, sell, exchange or otherwise dispose of, pledge or hypothecate all kinds of shares, bonds, mortgages, debentures, trust receipts, participation certificates, certificates of beneficial interest, notes and other securities, obligations, contracts, chooses in action and evidences of indebtedness generally, or interests therein, of any corporations, associations, firms, trusts, persons, governments, states, colonies, municipalities and other organizations; to receive, collect and dispose of interest, dividends, and income upon, of or from any of the foregoing and any other property held or owned by it and to exercise any and all rights and privileges of individual ownership or interest in respect of any and all such shares or other securities or obligations, including the right to vote thereon for any and all purposes, and to do any and all acts and things for the preservation, protection, improvement and enhancement in value thereof, and to guarantee the same or become surety in respect thereto, and to aid by loan, subsidy, guarantee or otherwise, those issuing, creating or responsible for the same. (2) To undertake and carry out the financing, financial adjustment, reorganisation, consolidation, merger and liquidation of any corporation or of any undertaking, business, affairs or interests and to transact any business necessary or convenient relating or incident thereto. (3) In particular, to acquire all the outstanding shares of stock of The Madison Securities Company, a corporation of the State of Ohio, and/or its assets, -32- properties and business and to that end to enter into with it, or its shareholders, or to adopt at one time or from time to time, any plan or plans of reorganization or liquidation of it, and/or exchanges of stock of this corporation for stock or assets, properties or business of said The Madison Securities Company. (4) To enter into, assist, promote, conduct, perform, or participate in, every kind of commercial, mercantile or industrial enterprise, business, or work, contract, undertaking, venture or operation. (5) To purchase or otherwise acquire, take over, hold, sell, liquidated, or otherwise dispose of, the real estate, plants, equipment, inventory, merchandise, materials and other assets, shares, goodwill, rights, franchises, patents, trade-marks and trade names and other properties of domestic or foreign corporations, firms, associates, syndicates, individuals, and others; to continue, alter, extend, or develop, their business, assume their liabilities, guarantee or become surety for the performance of their obligations; reorganise their capital, and participate in any way in their affairs; to take over as a going concern and continue, in its own name, any business so acquired, and to pay for any such business or properties in cash, shares, bonds, debentures, securities, or obligations of this Corporation, or otherwise. (6) To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, develop, operate and introduce, and to sell, assign, grant licenses in respect of, or otherwise dispose of, any patents and inventions, improvements and processes used in connection with or secured under Letters Patent of the United States or any dependency, colony or insular possession of the United States or of any foreign government, trade-marks and trade names, and to acquire, use, exercise, or otherwise turn to gain licenses in respect of any such patents, inventions, processes and the like, or any such property rights. (7) To purchase, hold, reissue, sell, exchange or otherwise deal in its own securities, including shares of its capital stock of any class, as and to the extent now or from time to time permitted by the laws of the State of Delaware; but nothing herein contained shall be construed as limiting or restricting the exercise of any lawful rights or powers of the corporation in respect of the purchase of preferred share out of its capital, and retirement of such shares. (8) To carry on any or all of its operations and business and to promote its objects within the State of Delaware or elsewhere, without restriction as to place or amount. -33- The purposes specified in any clause or paragraph contained in this Article Third shall be deemed to be independent purposes, and shall not be limited or restricted by reference to or inference from the terms of any other clause or paragraph of this Certificate of Incorporation. FOURTH: The total number of shares which may be issued by the corporation is Three Hundred Fifty-two Thousand (352,000), consisting of One Hundred Two Thousand (102,000) Preferred Shares with a par value of One Hundred Dollars ($100.00) each, and Two Hundred Fifty Thousand (250,000) common shares with a par value of Ten Dollars ($10.00) each. (1) The holders of Preferred Shares shall be entitled to receive dividends thereon at the rate of three (3) per centum per annum, and no more, payable periodically or in one payment, as the Board of Directors may from time to time determine. In any calendar year said preferred dividends at said rate shall be declared, and paid or provision for the payment thereof made, before any dividend or other distribution shall be declared, set apart or paid on the common shares; but said preferred dividends shall not be cumulative and if the full amount thereof is not declared in any calendar year, the right of the holders of Preferred Shares to receive the deficiency thereof shall lapse. After the full preferred dividends above specified have been declared in any calendar year and payment thereof has been made or provided for, the holders of Preferred Shares shall not, as such, be entitled to receive or to participate in any further or additional dividends or distributions declared, set apart or paid during each year. (2) Preferred Shares shall be preferred as to assets as well as to dividends. Upon any dissolution, liquidation or winding up of the corporation, whether voluntary or involuntary, the holders of Preferred Shares shall be entitled to receive and be paid the sum of One Hundred Dollars ($100.00) per share, plus an amount equal to all preferential dividends thereon which have been -34- declared and remain unpaid, but no more, before any distribution shall be made to the holders of common shares. After payment of the full preferential amounts aforesaid, the holders of Preferred Shares shall not as such be entitled to any other part of or participation in the assets of the corporation. (3) The holders of Preferred Shares shall not as such have any interest, right or participation in or to the assets or earnings of the corporation except as hereinabove stated. (4) The corporation may at its option to be exercised by its Board of Directors, at any time and from time to time, redeem the whole or any part of the Preferred Shares at a price equal to One Hundred Two Dollars ($102.00) per share plus the amount of all preferential dividends thereon which shall have been declared and remain unpaid on the date fixed for redemption. If at any time less than all of the Preferred Shares outstanding shall be called for redemption, the Board of Directors may select the shares to be redeemed by lot or otherwise, as in their discretion they may determine. Such redemption need not in any case be pro rata, and the Board of Directors may call for redemption all or any part of the Preferred Shares of any holder. Notice of any proposed redemption of Preferred Shares stating the date of redemption and the place of payment of the redemption price shall be given by mailing a copy of such notice at least thirty (30) days prior to the date fixed for redemption to the holders of the shares to be redeemed at their respective addresses as the same appear upon the books of the corporation. If such notice of redemption shall have been duly given, and if on or before the redemption date specified therein all funds necessary for such redemption shall have been set aside so as to be available therefor, then, notwithstanding that any certificate for Preferred Shares so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, -35- and the right to receive dividends thereon and all other rights with respect to such Preferred Shares so called for redemption shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable upon redemption thereof, but without interest. Subject to the limitations and provisions of this ARTICLE FOURTH, the Board of Directors may prescribe the manner, terms and conditions upon which Preferred Shares shall be called for redemption or redeemed. FIFTH: The amount of capital with which the corporation will commence business is One Thousand Dollars ($1,000.00). SIXTH: The name and place of residence of each of the incorporators are as follows: Names Addresses ----- --------- L. E. Gray Wilmington, Delaware ----------------------- ---------------------------------- L. H. Herman Wilmington, Delaware ----------------------- ---------------------------------- Walter Lens Wilmington, Delaware ----------------------- ---------------------------------- SEVENTH: The corporation is to have perpetual existence. EIGHTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever. NINTH: (1) The stockholders and directors of the corporation shall have power, if the By-Laws so provide, to hold their meetings either within or without the State of Delaware, and to have one or more offices and places of business either within or without the State of Delaware in addition to the principal office in Delaware. -36- (2) Each holder of record of shares, whether preferred or common, shall be entitled to one vote for each share standing in his name on the books of the corporation, at all meetings of stockholders and for all purposes; subject, nevertheless, to the right of the Board of Directors to close the stock transfer books of the corporation prior to any meeting, or to fix in advance a record date for the determination of stockholders entitled to notice of, or to vote at, any meeting, or to consent, for any purpose. (3) An election of directors need not be by ballot unless requested by a stockholder entitled to vote at the election. TENTH: No holder of shares of the corporation of any class shall be entitled as such, as a matter of right, to subscribe for or purchase shares of any class whatsoever now or hereafter authorized, or to purchase or subscribe for securities convertible into or exchangeable for shares of the corporation, or to which shall be attached or appertain any warrants or rights entitling the holder thereof to subscribe for or purchase shares; and the holders of shares of the corporation, of any class, shall have only such rights of subscription or purchase, if any, at such price or prices and upon such terms and conditions as the Board of Directors in its discretion may from time to time determine. ELEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized: (1) Subject to any limitations that may be imposed by the stockholders, to make, alter, amend and repeal by-laws of the corporation, but any by-laws made by the Board of Directors or stockholders may be altered, amended or repealed by the stockholders at any annual meeting, or at any special meeting, the notice of which includes notice of such proposed alteration, amendment or repeal. (2) To fix and determine, and to vary the amount of working capital of the corporation; to determine whether any, and if any, what part, of its net assets or surplus, however created or arising, shall be used or disposed of or declared in -37- dividends or paid to stockholders, to use and apply such net assets or surplus, or any part thereof, at any time or from time to time, in the purchase or acquisition of shares of any class, to such extent or amount and in such manner and upon such terms as the Board of Directors shall deem expedient. (3) Without the assent or vote of the stockholders, to borrow money without limit as to amount, to authorize and issue obligations of the corporation, secured or unsecured, upon such terms and conditions as the Board of Directors shall deem expedient, and to authorize the mortgaging or pledging as security therefor of any property of the corporation, real or personal, including after acquired property. (4) From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, accounts, books and records of the corporation (except such as may by the Delaware Corporation law be specifically made open to inspection ), or any of them, shall be open to the inspection of stockholders. TWELFTH: A director of this corporation shall not be disqualified by his office from dealing or contracting with the corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any transaction or contract or act of this corporation be void or voidable, or in any way affected or invalidated, by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a shareholder or director, is in any way interested in such transaction or contract or act, provided the fact that such director, or such firm, or such corporation, is so interested, shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken; nor shall any such director be liable to account to the corporation for any gains or profits realized by or from or through any such transaction or contract or act of this corporation, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is a shareholder or director, is interested in such transaction or contract or act; and any such director may be counted in determining the existence of a quorum at any meeting -38- of the Board of Directors of the corporation which shall authorize any such contract or transaction or act, and may vote to authorize, ratify or approve any such contract or transaction or act with like force and effect as if he, or any firm of which he is a member, or any corporation of which he is a shareholder or director, were not interested in such transaction or contract or act. THIRTEENTH: 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 Law; and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that the facts herein stated are true; and accordingly hereto have set our respective hands and seals this 18th day of November, 1938. L.E. GRAY (SEAL) ---------------------------------- L.H. HERMAN (SEAL) ---------------------------------- WALTER LENZ (SEAL) ---------------------------------- In the presence of : Harold E. Grantland STATE OF DELAWARE ) ) ss. COUNTY OF NEW CASTLE ) -39- Before me, a notary public in and for the county and state aforesaid, personally appeared L. E. Gray, L. H. Herman, and Walter Lenz, all of the incorporators in the foregoing Certificate of Incorporation, known to me personally to be such, each of whom acknowledged the signing of the said Certificate to be his own free act and deed, and that the facts therein stated are truly set forth. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 18th day of November, 1938. ________________________________________ Notary Public; County of New Castle State of Delaware Harold E. Grantland Notary Public Appointed Jan. 11, 1937 State of Delaware Term Two Year -40- EX-3.21 4 FEDERAL MOGULS IGNITION COMPANY'S BYLAWS EXHIBIT 3.21 BYLAWS OF FEDERAL-MOGUL IGNITION, INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal-Mogul Ignition, 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 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. 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. 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. ARTICLES VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul Ignition, 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 by law, whichever number is greater. 8 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. 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. 9 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-3.22 5 FEDERAL MOGUL PRODUCTS, INC., ARTICLES OF INC. Exhibit 3.22 Articles of Incorporation (To be submitted in duplicate by an attorney) HONORABLE JAMES C. KIRKPATRICK SECRETARY OF STATE STATE OF MISSOURI JEFFERSON CITY, MO. 65101 The undersigned natural person(s) of the age of eighteen or more for the purpose of forming a corporation under The General and Business Corporation Law of Missouri adopt the following Articles of Incorporation: ARTICLE ONE The name of the corporation is: NUMOOG, INC. ------------------------------------ ARTICLE TWO The address, including street and number, if any, of the corporation's initial registered office in this state is:________Barton Building, 200 South Bemiston Avenue, St. Louis, Missouri 63105 and the name of its initial agent at such address is: United States Corporation Company ------------------------------------------------------------- - ------------------------------------------------------------------------------- ARTICLE THREE The aggregate number class and par value, if any, of shares which the corporation shall have authority to issue shall be: One Thousand (1,000) Shares of Common Stock, Par Value Ten Cents ($.10) each The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect of the shares of each class are as follows: None ARTICLE FOUR The extent, if any, to which the preemptive right of a shareholder to acquire additional shares is limited or denied. None ARTICLE FIVE The name and place of residence of each incorporator is as follows: Name Street City Edward William Kerson 117 West 13th Street New York, N.Y. ARTICLE SIX (Designate which and complete the applicable paragraph) [x] The number of directors to constitute the first board of directors is five (5). Thereafter the number of directors shall be fixed by, or in the manner provided in the by-laws. Any changes in the number will be reported to the Secretary of State within thirty calendar days of such change. or [_] The umber of directors to constitute the board of directors is _________. (The number of directors to constitute the board of directors must be stated herein if there are to be less than three directors. The Persons to constitute the first board of directors may, but need not, be named). ARTICLE SEVEN The duration of the corporation is Perpetual ARTICLE EIGHT The corporation is formed for the following purposes: To engage in any lawful act or activity for which corporations may be organized under the General and Business Corporation Law of Missouri, including, but not by way of limitation, the manufacturing, selling, and generally dealing in automobile and truck chassis parts, leaf and coil spring parts, and other kindred lines, and any manufacturing business or other business related thereto. IN WITNESS WHEREOF, these Articles of Incorporation have been signed this 21st day of October, 1977. /s/ Edward William Kerson ------------------------------------- ------------------------------------- ------------------------------------- ------------------------------------- STATE OF NEW YORK ------------------------------------ SS. COUNTY OF NEW YORK ----------------------------------- I, Howard S. Veisz , a notary public, do hereby certify that on the 21st day of October, 1977, personally appeared before me, Edward William Kerson, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true. /s/ Howard S. Veisz --------------------------- My commission expires March 30 , 1978 ----------------------- -- ARTICLES OF MERGER ------------------ Pursuant to Section 447 of the Revised Statutes of Missouri, 1969, Title XXIII, Chapter 351, as amended ---------------------------- NUMOOG, INC., a corporation formed under the laws of the State of Missouri (the "Corporation"), in order to merge MOOG AUTOMOTIVE, INC., a corporation formed under the laws of the State of Missouri ("Moog"), into itself, pursuant to the provisions of Section 447 of the Revised Statutes of Missouri, 1969, Title XXIII, Chapter 351, as amended (the "General and Business Corporation Law"), does hereby certify as follows: FIRST: The Corporation and Moog are hereby merged and the Corporation is the surviving corporation. SECOND: The Board of Directors of the Corporation, acting pursuant to Section 340 (2) of the General and Business Corporation Law, by unanimous written consent effective as of January 1, 1978, adopted resolutions approving the plan of merger set forth in these Articles of Merger (the "Plan of Merger"). THIRD: The Plan of Merger was duly adopted pursuant to Section 447 of the General and Business Corporation Law. FOURTH: The parent corporation, the Corporation, owns 100 percent of the outstanding shares of each class of Moog, and, accordingly, is in compliance with the 90 percent ownership requirement of Section 447 of the General and Business Corporation Law. The Corporation will maintain 100 percent ownership of the outstanding shares of each class of Moog until the issuance of the certificate of merger by the Secretary of State of Missouri. FIFTH: The resolutions of the Board of Directors of the Corporation approving the Plan of Merger, and the Plan of Merger set forth therein, are as follows: WHEREAS, the Corporation has acquired and now lawfully owns all of the outstanding stock of Moog Automotive, Inc. ("Moog") and desires to merge Moog into itself; 2 THEREFORE, BE IT RESOLVED, that effective as of the Effective Date (as defined herein), the Corporation merge and it does hereby merge Moog with and into itself and does hereby assume all of the obligations of Moog; and FURTHER RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to make and execute in the name of the Corporation and under its corporate seal, and to file in the proper public office, Articles of Merger setting forth a copy of these resolutions, and to take such other actions and execute and deliver such other documents as they may deem necessary or desirable in order to give effect to these resolutions; and FURTHER RESOLVED, that the terms and conditions of the merger of Moog with and into the Corporation (the "Plan of Merger") are as follows: 1. The Corporation shall be the surviving corporation, and is hereinafter sometimes referred to as the "Surviving Corporation." 2. The date on which the merger shall become effective (the "Effective Date") shall be the opening of business on the date on which the Secretary of State of the State of Missouri issues the certificate of merger. 3. As of the Effective Date, the Articles of Incorporation of the Corporation then in effect shall be amended by deleting therefrom in its entirety paragraph FIRST thereof and substituting therefor the following: "The name of the Corporation is MOOG AUTOMOTIVE, INC." The Articles of Incorporation of the Corporation, as so amended, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation, until altered, amended or repealed as provided by law. 4. As of the Effective Date, the By-Laws of the Corporation then in effect shall be amended by deleting therefrom in its entirety paragraph 1.7 thereof and substituting therefor the following: "1.7 'Corporation' means MOOG AUTOMOTIVE, INC." The By-Laws of the Corporation, as so amended, shall continue in full force and effect as the By-Laws of the Surviving Corporation, until altered, amended or repealed as provided therein or by law. 5. The number of directors of the Surviving Corporation shall be nine until changed as provided by the By-Laws, and the directors and officers of Moog shall continue in office as the directors and officers of the Surviving Corporation until their successors are duly elected and qualified under the provisions of the By-Laws of the Surviving Corporation. 6. As of the Effective Date, each share of the capital stock of Moog shall, by virtue of the merger provided for herein and without further action, be cancelled, and no shares shall be exchanged therefor. 7. As of the Effective Date, each share of the common stock of the Corporation shall, by virtue of the merger provided for herein and without further action, be converted into and be deemed to become one share of the common stock of the Surviving Corporation, duly and validly authorized and issued and fully paid and nonassessable. Each holder of common stock of the Corporation, upon presentation for surrender to the Surviving Corporation of a certificate representing shares of such common stock, shall receive therefrom in exchange therefor a certificate representing an equal number of shares of the common stock of the Surviving Corporation. Each share of the Corporation's common stock held in the Corporation's treasury at the Effective Date shall, by virtue of the merger provided for herein and without further action, be converted into and be deemed to become one issued but not outstanding share of common stock of the Surviving Corporation. 3 8. As of the Effective Date, the Surviving Corporation shall possess all of the property, rights, privileges, leases and patents, and be subject to all of the restrictions, disabilities, duties and obligations of Moog, without further action. The officers and directors of the Surviving Corporation are authorized to execute all deeds, assignments and documents of every nature that may be needed to effectuate the full and complete transfer of ownership of the property of Moog to the Surviving Corporation. IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the Corporation this 3rd day of January, 1978. NUMOOG, INC. By /s/ Andrea Geisser ---------------------------------- Andrea Geisser Vice-President (Corporate Seal) Attest: /s/ - --------------------- (Secretary) 4 STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On this 3rd day of January, 1978, before me, Edward William Kerson, Notary Public in and for said state, personally appeared Andrea Geisser, known to me to be the person who executed the within Articles of Merger on behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. /s/ Edward William Kerson ----------------------------- Notary Public EDWARD WILLIAM KERSON Notary Public, State of New York No. 31-4647352 Qualified in New York County Commission Expires March 30, 1979 ARTICLES OF MERGER ------------------ Pursuant to Section 447 of the Revised Statutes of Missouri, 1978, Title XXIII, Chapter 351 as amended MOOG AUTOMOTIVE, INC. (the "Corporation"), a corporation formed under the laws of the State of Missouri, in order to merge MOOG INTERNATIONAL, INC. ("MII"), a corporation formed under the laws of the State of Missouri, and REMCO INTERNATIONAL, INC. ("RII"), a corporation formed under the laws of the State of Missouri, into itself, pursuant to the provisions of Section 447 of the Revised Statutes of Missouri, 1978, Title XXIII, Chapter 351, as amended (the "General and Business Corporation Law"), does hereby certify as follows: FIRST: The Corporation and MII and RII are hereby merged and the Corporation is the surviving corporation. SECOND: The Board of Directors of the Corporation, at a regular meeting duly called and held November 6, 1980 adopted resolutions approving the plan of merger set forth in these Articles of Merger (the "Plan of Merger"). THIRD: The Plan of Merger was duly adopted pursuant to Section 447 of the General and Business Corporation Law. FOURTH: The parent corporation, the Corporation, owns 100 percent of the outstanding shares of each class of MII and 100 percent of the outstanding shares of each class of RII and, accordingly, is in compliance with the 90 percent ownership requirement of Section 447 of the General and Business Corporation Law. The Corporation will maintain 100 percent ownership of the outstanding shares of each class of MII and RII until the issuance of the certificate of merger by the Secretary of State of Missouri. FIFTH: The resolutions of the Board of Directors of the Corporation approving the Plan of Merger and the Plan of Merger set forth therein are as follows: WHEREAS, the Corporation owns all of the outstanding stock of Moog International, Inc. ("MII") and all of the outstanding stock of Remco International, Inc. ("RII") and desires to merge MII and RII into itself; THEREFORE, BE IT RESOLVED, that effective as of the Effective Date (as defined herein) the Corporation merge and it does hereby merge MII and RII with and into itself and does hereby assume all of the obligations of MII and RII; and FURTHER RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to make and execute in the name of the Corporation and under its corporate seal and to file in the proper public office Articles of Merger setting forth a copy of these resolutions and to take such other actions and execute and deliver such other documents as they may deem necessary or desirable in order to give effect to these resolutions; and FURTHER RESOLVED, that the terms and conditions of the merger of MII and RII with and into the Corporation (the "Plan of Merger") are as follows: 1. The Corporation shall be the surviving corporation and is hereinafter sometimes referred to as the "Surviving Corporation." 2. The date on which the merger shall become effective (the "Effective Date") shall be the close of business on the date on which the Secretary of State of the Missouri issues the certificate of merger or on December 30, 1980, whichever is later. 3. As of the Effective Date, the Articles of Incorporation of the Corporation then in effect shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation until altered, amended or repealed as provided by law. 4. The By-Laws of the Corporation in effect as of the Effective Date shall continue in full force and effect as the By-Laws of the Surviving Corporation until altered, amended or repealed as provided therein or by law. 5. The number of directors of the Surviving Corporation shall be nine until changed as provided by the By-Laws and the directors and officers of the Corporation shall continue in office as the directors and officers of the Surviving Corporation until their successors are duly elected and qualified under the provisions of the By-Laws of the Surviving Corporation. 6. As of the Effective Date, each share of the capital stock of MII and each share of the capital stock of RII shall, by virtue of the merger provided for herein and without further action, be cancelled and no shares shall be exchanged therefor. 7. As of the Effective Date, each share of the common stock of the Corporation shall, by virtue of the merger and without further action, be converted into and be deemed to become one share of the common stock of the Surviving Corporation, duly and validly authorized and issued and fully paid and nonassessable. Each holder of common stock of the Corporation, upon presentation for surrender to the Surviving Corporation of a certificate representing shares of such common stock, shall receive therefrom in exchange therefor a certificate representing an equal number of shares of the common stock of the Surviving Corporation. Each share of the Corporation's common stock held in the Corporation's treasury at the Effective Date shall, by virtue of the merger provided for herein and without further action, be converted into and be deemed to become an issued but not outstanding share of common stock of the Surviving Corporation. 8. As of the Effective Date, the Surviving Corporation shall possess all of the property, rights, privileges, leases and patents and be subject to all of the restrictions, disabilities, duties and obligations of MII and RII without further action. The officers and directors of the Surviving Corporation are authorized to execute all deeds, assignments and documents of every nature that may be needed to effectuate the full and complete transfer of ownership of the property of MII and RII to the Surviving Corporation. -2- IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the Corporation this 10th day of December, 1980. MOOG AUTOMOTIVE, INC. By /s/ William Webster ------------------------------- President (Corporate Seal) Attest: /s/ Robert Scott ----------------------------- Secretary STATE OF MISSOURI ) ) SS COUNTY OF ST. LOUIS ) On this 10th day of December, 1980, before me, Gwendolyn K. Bailey, Notar Public in and for said state, personally appeared William Webster, known to me to be the person who executed the foregoing Articles of Merger on behalf of said corporation and acknowledged to me that he executed the same for purposes therein stated. /s/ Gwendolyn K. Bailey -------------------------- Notary Public GWENDOLYN K. BAILEY NOTARY PUBLIC, STATE OF MISSOURI MY COMMISSION EXPIRES 6/20/84 ST. LOUIS COUNTY -3- STATEMENT OF CHANGE OF BUSINESS OFFICE OF A REGISTERED AGENT OF A FOREIGN OR DOMESTIC CORPORATION (Section 351.625 or Section 351.375, Subsection 4 RSMo. Supp. 1977) To SECRETARY OF STATE. Jefferson City, Missouri. Charter No. 195550 The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of "The General and Business Corporation Act in Missouri," represents that: 1. The name of the corporation (in Missouri) is MOOG AUTOMOTIVE, INC. 2. The name of this registered agent is United States Corporation Company 3. The address, including street number, if any, of the PRESENT business office of the registered agent is Barton Building, 200 South Bemiston Avenue, St. Louis, MO. 63105 4. The address, including street number, if any, of the business office of the registered agent is hereby CHANGED TO 304 East High Street, Jefferson City, MO. 65101 5. Notice in writing of the change has been mailed by the registered agent to the corporation named above. 6. The address of the registered office of the corporation named above and the business office of the registered agent, as changed is identical. (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this ________ day of ______________________________________, 19____. ---------------------------------- Signature of Registered Agent STATE OF __________________ ) ) ss. COUNTY OF _________________ ) On this _____ day of _____________________________________, in the year 19_____, before me, ____________________________________________________________, a Notary Public in and for said state, personally appeared __________________________________________________________________ known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that _____ executed the same for the purposes therein stated. ---------------------------------- (Notary Seal) Notary Public My Commission Expires ________________________ - - - - - - - - - - - - - - - - - - - - - - - - - - - - (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 18th day of October, 1982. ---- ------- -- United States Corporation Company ----------------------------------- Name of Corporation (Corporate Seal) (If none state none) By s/ Daniel S. Nuter --------------------------------- Daniel S. Nuter Vice-President Attest: /s/ Catherine E. McNealy - ------------------------------ Secretary STATE OF New York ------------------ ) ss. COUNTY OF New York ) ss. ----------------- ) On this 18th day of October in the year 1982, before me Ann Patalano, a ---- ------- Notary Public in and for said state, personally appeared Daniel S. Nuter, Vice President United States Corporation --------------- ---------------------------- Company known to me to be the person who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. s/ Ann Patalano --------------------------- Notary Public (Notary Seal) Ann Patalano My Commission Expires Notary Public, State of New York -------------------------------- No. 41-3030105 Qualified in Queens County Certificate filed in New York County Commission Expires March 30, 1983 (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL ---- PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this _____ day of ________________________________ __, 19____. --------------------------------- Signature of Registered Agent STATE OF _______________________________________ ) ) ss. COUNTY OF ______________________________________ ) On this _________ day of ___________________________, in the year 19____, before me, _____________________________________________________________, a Notary Public in and for said state, personally appeared _____________________________ known to me to be the person who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that _____ executed the same for the purposes therein stated. -------------------- Notary Public (Notary Seal) My Commission Expires ____________________ - - - - - - - - - - - - - - - - - - - - - - - - - - - - (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A ---- CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 28th day of August , 1984. United States Corporation Company --------------------------------- (Corporate Seal) Name of Corporation (If none state none) By /s/ Daniel S. Nuter --------------------------------- Vice-President Attest: - ---------------------- Secretary STATE OF New York ) ------------------------------ ) ss. COUNTY OF New York ) ------------------------------ On this 28th day of August in the year 1984, before me Ann Patalano, a Notary Public in and for said state, personally appeared Daniel S. Nuter, Vice President United States Corporation Company known to me to be the person who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. /s/ Ann Patalano -------------------------------- Notary Public (Notary Seal) My Commission Expires Ann Patalano -------------------------------- Notary Public, State of New York No. 41-3030105 Qualified in Queens County Certificate filed in New York County Commission Expires March 30, 1985 STATEMENT OF CHANGE OF BUSINESS OFFICE OF A REGISTERED AGENT OF A FOREIGN OR DOMESTIC CORPORATION (Section 351.625 or Section 351.375, Subsection 4 RSMo. Supp. 1977) To SECRETARY OF STATE. Charter No. 195550ag Jefferson City, Missouri. The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of "The General and Business Corporation Act in Missouri," represents that: 1. The name of the corporation (in Missouri) is MOOG AUTOMOTIVE, INC. 2. The name of this registered agent is United States Corporation Company 3. The address, including street number, if any, of the PRESENT business office of the registered agent is 304 East High Street Jefferson City, MO 65101 4. The address, including street number, if any, of the business office of the registered agent is hereby CHANGED TO 300 B East High Street Jefferson City, MO 65101 5. Notice in writing of the change has been mailed by the registered agent to the corporation named above. 6. The address of the registered office of the corporation named above and the business office of the registered agent, as changed, is identical. (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A NATURAL PERSON) IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this ___ day of _____________, 19__. ----------------------------------------- Signature of Registered Agent STATE OF _________________ ) ) ss. COUNTY OF_________________ ) On this _____ day of ______________, in the year 19__, before me, ______________________, a Notary Public in and for said state personally appeared _______________________ known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that __ executed the same for the purposes therein stated. ----------------------------------------- Notary Public (Notary Public) My Commission Expires _______________________ - - - - - - - - - - - - - - - - - - - - - - - - - - - - (THE FOLLOWING SHOULD BE EXECUTED ONLY IF THE REGISTERED AGENT IS A CORPORATION) IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its PRESIDENT or VICE-PRESIDENT, attested by its SECRETARY or ASSISTANT SECRETARY this 28th day of August, 1984. United States Corporation Company --------------------------------- Name of Corporation (Corporate Seal) (If none state none) By /s/ Daniel S. Nuter ---------------------------------- Attest: Vice President - ----------------------------- Secretary STATE OF New York ) ) ss. COUNTY OF New York ) On this 28th day of August In the year 1984, before me Ann Patalano, a Notary Public in and for said state, personally appeared Daniel S. Nuter, Vice President United States Corporation Company (Name) (Title) (Name of Corporation) known to me to be the person who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. /s/ Ann Patalano ---------------------------------- Notary Public (Notary Seal) My Commission Expires Ann Patalano ----------------------- Articles of Merger PARENT SUBSIDIARY MERGER Section 351.447 RSMo. (To be submitted in DUPLICATE by an Attorney) Pursuant to the provisions of the General and Business Corporation Law of Missouri, the undersigned corporations certify that: (1) Moog Automotive, Inc. a Missouri --------------------------------- ------------------------------ (Name of Corporation) (State of Incorporation) (2) Precision Universal Joint Corp. a Delaware --------------------------------- ------------------------------ (Name of Corporation) (State of Incorporation) (3) a --------------------------------- ------------------------------ (Name of Corporation) (State of Incorporation) are hereby merged and Moog Automotive, Inc. ------------------------------- (Name of Corporation) a Missouri corporation, is the surviving corporation. ------------------------ (State of Incorporation) (4) On December 13, 1984 the board of directors of Moog Automotive, Inc. ----------------- ----------------------- (Name of Corporation) by duly adopted resolution approved the plan of merger set forth in these articles. (5) On December 20, 1984 the board of directors of Precision ----------------- ----------- Universal Joint Corp. by duly adopted resolution approved the plan of --------------------- (Name of Corporation) merger set forth in these articles. (6) On ___________________________the board of directors of________________ __________________________ by duly adopted resolution approved the (Name of Corporation) plan of merger set forth in these articles. (7) This plan of merger has been adopted pursuant to Section 351.447 RSMo. (8) The resolution of the board of directors of the parent corporation, ------ Moog Automotive, Inc. a Missouri corporation, --------------------- ------------------------ (Name of Corporation) (State of Incorporation) approving the plan of merger is as follows: a Missouri corporation, is in compliance with ------------------------ --------- (State of Incorporation) percent ownership requirement of Section 351.447 RSMo. And will maintain at least 90 per cent ownership of each of the other corporations, party to the merger, until the issuance of the Certificate of merger by the secretary of the state of Missouri. (10) PLAN OF MERGER 1. Moog Automotive, Inc. , a Missouri corporation, is --------------------------- ------------------------ (Name of Corporation) (State of Incorporation) the surviving corporation. 2. All of the property, rights, privileges, leases and patents of the Precision Universal Joint Corp. , a Delaware ----------------------------------- ------------------------ (Name of Corporation) (State of Incorporation) corporation, and ------------------------------------------------------- (Name of Corporation) corporation, shall become the property of the ------------------------ (State of Incorporation) surviving corporation, which corporation, assumes all of the obligations of the merging corporations(s). The officers and board(s) of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be necessary or appropriate to effectuate a full and complete transfer of ownership. 3. The officers and board of directors of the surviving corporation shall continue in office until their successors are duly elected and qualified. 4. (To be completed if the parent corporation does not own all of the outstanding shares of each of the subsidiary corporations party to the merger.) The consideration to be paid by the surviving corporation upon surrender of each share of the subsidiary corporation(s) which is not owned by the parent corporation is as follows: 5. (To be completed if the parent corporation is not the surviving corporation.) The outstanding shares of a ------------------------------------- (Name of Corporation) , the parent corporation, shall be exchanged for ------------------------ (State of Incorporation) shares of the surviving corporation in the manner and on the basis set forth below: 6. (To be completed if the surviving corporation is a Missouri corporation and its name is to be changed.) The name of the surviving corporation, -------------------------------- is/is not changed as follows: (11) (To be stated if the parent corporation is not the surviving corporation) The proposed merger has been approved by receiving the affirmative vote of at least two-thirds of the outstanding shares of the parent corporation entitled to vote thereon at a meeting thereof duly called and held. These Articles of Merger have been executed in duplicate by the _____ corporations as of the day and year hereafter acknowledged. Moog Automotive, Inc. ------------------------------------ (Corporate Seal) (Name of Corporation) Attest: /s/ John Corey by /s/ William Webster - --------------------------- -------------------------------- (Secretary) (President) Precision Universal Joint Corp. ---------------------------------- (Corporate Seal) (Name of Corporation) Attest: /s/ Alex W. Wong by /s/ William Webster - -------------------------------- --------------------------- (Secretary) (President) (Corporate Seal) __________________________________ (Name of Corporation) Attest: by _______________________________ (President) ________________________________ (Secretary) STATE OF MISSOURI ) -------------------- ) ss. COUNTY OF ST. LOUIS ) ------------------ I, GWENDOLYN K. BAILEY, a notary public, do hereby certify that on this 19th day of December, 1984, personally appeared before me WILLIAM WEBSTER, who, being by me first duly sworn, declared that he is the PRESIDENT of PRECISION UNIVERSAL JOINT CORP., that he signed the foregoing document as PRESIDENT of the corporation, and that the statements therein contained are true. (Notarial Seal) /s/ Gwendolyn K. Bailey -------------------------------- (Notary Public) STATE OF MISSOURI ) ) ss. COUNTY OF ST. LOUIS ) I, GWENDOLYN K. BAILEY, a notary public, do hereby certify that on this 19th day of December, 1984, personally appeared before me WILLIAM WEBSTER, who, being by me first duly sworn, declared that he is the PRESIDENT of PRECISION UNIVERSAL JOINT CORP., that he signed the foregoing document as PRESIDENT of the corporation, and that the statements therein contained are true. (Notarial Seal) /s/ Gwendolyn K. Bailey -------------------------------------- (Notary Public) STATE OF ILLINOIS ) ) ss. COUNTY OF COOK ) I, LINDA F. DAUDEL, a notary public, do hereby certify that on this 20th day of December, 1984, personally appeared before me ALEX W. WONG, who, being by me first duly sworn, declared that he is the SECRETARY of PRECISION UNIVERSAL JOINT CORP., that he signed the foregoing document as SECRETARY of the corporation, and that the statements therein contained are true. (Notarial Seal) /s/ Linda F. Daudel -------------------------------------- (Notary Public) STATEMENT OF CHANGE OF REGISTERED AGENT OR REGISTERED OFFICE BY A GENERAL BUSINESS CORPORATION OR A LIMITED PARTNERSHIP To: Honorable Roy D. Blunt Secretary of State State of Missouri Charter No. 00195550 P.O. Box 778 Jefferson City, MO 65102 The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent. "The General and Business Corporation Act of Missouri." or the "Missouri Uniform Limited Partnership Law." represents that: 1. The name of the corporation/ltd. Partnership is Moog Automotive, Inc. 2. The name of its PRESENT registered agent (before change) is United States Corporation Co. 3. The name of the new registered agent is John C. Corey 4. The address, including street number, if any, of its PRESENT registered office (before change) is 300B East High Street, Jefferson City, MO 65101 5. Its registered office (including street number, if any change is to be made) is hereby CHANGED 6565 Wells Avenue, St. Louis MO 63133 The address of its registered office and the address of the business office of its registered agent as changed will be identical. Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the _____ partnership. IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT of the corporation, or GENERAL PARTNER or the limited partnership, and attested to by the assistant secretary if a corporation on the 14th day of December 1990 MOOG AUTOMOTIVE, INC. ------------------------------------- Name of corporation or limited partnership (CORPORATE SEAL) If no seal, state "none" By /s/ Larry McCurdy ------------------------------------------- President or Vice President of corporation or General Partner of limited partnership Attest: - ---------------------------------------- Secretary or Assistant Secretary of corporation State of Missouri ss. County of St. Louis I, Margaret Nicholson a Notary Public, do hereby certify that on the 14th day of December 1990 personally appeared before me Larry McCurdy who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing document, and being first duly sworn, acknowledged that he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. /s/ Margaret Nicholson ------------------------------------- Notary Public (Notarial Seal) My commission expires August 1, 1994 STATEMENT OF CHANGE OF REGISTERED AGENT OR REGISTERED OFFICE Charter No. 00195550 AG ----------------------------- The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri For the purpose of changing its registered agent "The General and Business Corporation Act of Missouri," or the "Missouri Uniform Limited Partnership Law," represents that: (1) The name of the corporation/ltd. partnership is: Moog Automotive, Inc. - -------------------------------------------------------------------------------- (2) The name of its registered agent before this change is: John C. Corey - -------------------------------------------------------------------------------- (3) The name of new registered agent is: Glenn J. Holler ---------------------------------------- (4) The address, including street number, if any, of its registered office before this change is: 6565 Wells Avenue, St. Louis, Missouri 63133 - -------------------------------------------------------------------------------- (5) Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: SAME - -------------------------------------------------------------------------------- (6) The address of its registered office and the address of the business office of its registered agent, as changed will be identical. (7) Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership. IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT of the corporation, or GENERAL PARTNER or the limited partnership, an attested to by the assistant secretary if a corporation on the 9th day of April 1992. MOOG AUTOMOTIVE, INC. ----------------------------------------------- Name of corporation or limited partnership (CORPORATE SEAL) If no seal, state "none" By /s/ L.W. McCurdy ----------------------------------------------- President or Vice President of corporation or General Partner of limited partnership Attest: /s/ Glenn J. Holler - -------------------------------------- Secretary or Assistant Secretary of corporation State of Missouri SS County of St. Louis I, B.L. Burd, a Notary Public, do hereby certify that on the 9th day of April, 1992 personally appeared before me L.W. McCurdy who declares he is the President of the corporation, executing the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. /s/ B.L. Burd ----------------------------------------------- Notary Public (Notarial Seal) My commission expires November 27, 1995 SECRETARY OF STATE P.O. Box 778 JEFFERSON CITY, MO 65102 STATEMENT OF CHANGE OF REGISTERED AGENT OR REGISTERED OFFICE Charter No. 195550 ----------- The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent "The General and Business Corporation Act of Missouri" or the "Missouri Uniform Limited Partnership Law," represents that: (1) The name of the corporation is: Moog Automotive, Inc. (2) The name of its registered agent before this change is: Glenn J. Holler (3) The name of new registered agent is: C T CORPORATION SYSTEM (4) The address, including street number, if any, of its registered office before this change is: 6565 Wells Avenue, St. Louis, Missouri 63133 (5) Its registered office (including street number, if any change is to be made) is hereby CHANGED TO: 906 Olive Street, St. Louis, Missouri 63101 (6) The address of its registered office and the address of the business office of its registered agent, as changed will be identical. (7) Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership. IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its VICE PRESIDENT of the corporation, and attested to by the secretary if a corporation on the 16th day of November , 1992 MOOG AUTOMOTIVE, INC. --------------------------------------------- Name of corporation or limited partnership (CORPORATE SEAL) If no seal, state "none" By /s/ Diane K. Schumacher --------------------------------------------- Vice President of corporation or D. Bradley McWilliams, Vice/President Attest: /s/ Diane K. Schumacher - ----------------------------- Secretary of corporation State of TEXAS SS County of HARRIS I, Linda F. Hartdegen a Notary Public, do hereby certify that on the 16th day of November , 1992 personally appeared before me D. Bradley McWilliams who declares he is the Vice President of the corporation, executing the foregoing document in the capacity therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. /s/ Linda F. Hartdegen ---------------------------------------- Notary Public for the State of Texas Linda F. Hartdegen (Notarial Seal) My commission expires August 4, 1994 SECRETARY OF STATE P.O. Box 778 JEFFERSON CITY, MO 65102 AMENDMENT OF ARTICLES OF INCORPORATION (To be submitted in duplicate) Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Moog Automotive, Inc. The name under which it was originally organized was Numoog, Inc. 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on December 17, 1997 3. Article Number One is amended to read as follows: the name of the corporation is: Moog Automotive Products, Inc. 3.a. The Amendment herein provided for shall be effective January 1, 1998. 4. ____________________________ shares outstanding 100 or such shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows: Class Number of Outstanding Shares Common 100 5. The number of shares voted for and against the amendment was as follows: Class No. Voted For No. Voted Against Common 100 0 6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: 7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: IN WITNESS WHEREOF, the undersigned, Randall B. Ammerman --------------------------------- President or has executed this instrument and its - ------------------------------------------- Karen E. Herbert has affixed its - ---------------------------------------------------------------- Secretary or Assistant Secretary corporate seal hereto and attested said seal on the 17th day of December ------ ---------- 19 97 . ---- Place CORPORATE SEAL Here (If no seal, state "None.") Moog Automotive, Inc. --------------------------------------- Name of Corporation ATTEST: Karen E. Herbert Randall B. Ammerman /s/ Karen E. Herbert By /s/ Randall B. Ammerman - -------------------------------- ------------------------------------ Secretary or Assistant Secretary President or Vice President State of Texas ------------------------ County of Harris ----------------------- I, Barbara W. Widra , Notary Public do hereby certify that on this ------------------------ 17th day of December , 19 97 , personally appeared before me - --------- --------------- ---- Randall B. Ammerman and Karen E. Herbert who, being by me first duly sworn, - ------------------------------------------ declared that he is the Vice President and Assistant Secretary -------------------------------------------------------- of Moog Automotive, Inc. ---------------------------------------------------------------------------- that he signed the foregoing documents as Vice President and Assistant -------------------------------------- Secretary of the corporation, and that the statements therein contained are - ---------- true. /s/ Barbara A. Widra -------------------------------------- Notary Public My commission expires October 7, 2000 ---------------- ARTICLES OF MERGER -1- OF WAGNER ELECTRIC CORPORATION INTO MOOG AUTOMOTIVE, INC. The undersigned corporations, pursuant to the provisions of the General and Business Corporation Law of Missouri as amended, hereby execute the following articles of merger. ARTICLE I the names of the corporations proposing to merge and the names of the States under the law of which such corporations are organized, are as follows: Name of Corporation State of Incorporation - ------------------- ---------------------- Moog Automotive, Inc. Missouri Wagner Electric Corporation Delaware ARTICLE II The laws of Delaware, under which the above foreign corporation is organized, permit such merger. ARTICLE III The name of the surviving corporation shall be Moog Automotive, Inc. and it shall be governed by the laws of the State of Missouri. ARTICLE IV The plan of merger is as follows: PLAN OF MERGER OF WAGNER ELECTRIC CORPORATION INTO MOOG AUTOMOTIVE, INC. WHEREAS, the Boards of Directors and shareholders of Wagner Electric Corporation and Moog Automotive, Inc. have decided that it is in the best interest of such corporations and their shareholders to merge Wagner Electric Corporation with and into Moog Automotive, Inc., NOW THEREFORE, the above named corporations agree as follows: 1. Effective January 1, 1997 (the "Effective Date"), Wagner Electric Corporation, a Delaware corporation, (Wagner Electric Corporation referred to as the "merging corporation") shall merge into Moog Automotive, Inc., a Missouri Corporation (the "surviving corporation"). 2. All of the property, rights, privileges, leases and patents of the merging corporation are to be transferred to and become the property of the surviving corporation. The Officers and Boards of Directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. 3. The Officers and Board of Directors of Moog Automotive, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the bylaws of the surviving corporation. 4. The outstanding shares of the merging corporation shall be cancelled. -2- 5. The articles of incorporation of the surviving corporation as in effect immediately prior to the merger shall be the articles of incorporation of the surviving corporation after the merger. 6. The state of incorporation of the surviving corporation shall be and remain the State of Missouri. 7. The name of the surviving corporation shall be "Moog Automotive, Inc." 8. The bylaws of the surviving corporation as in effect immediately prior to the merger shall be and constitute the bylaws of the surviving corporation until the same shall be properly altered, amended or repealed. 9. As to each corporation participating in the merger, the designation and number of outstanding shares of each class and series, the class or series of shares entitled to vote on the merger and each class and series entitled to vote on the merger as a series, are set forth below:
Designation and Number of Outstanding Shares in Each Class or Series of Share Class or Series Name of Corporation Class or Series Entitled to Vote to Vote as a Class - ----------------------------- -------------------------- ------------------------ ------------------ Wagner Electric Corporation 1,078 Common Common N/A Moog Automotive, Inc. 100 Common Common N/A
10. A copy of this Plan of Merger is on file at the office of the surviving corporation at 6565 Wells Avenue, St. Louis, Missouri 63133 and will be furnished by the surviving corporation, on request and without cost, to any shareholder of the merging corporation or the surviving corporation. 11. The merging corporation and the surviving corporation shall take or cause to be taken, all action, or do or cause to be done, all things necessary, proper or advisable to consummate and make effective the merger. 12. If at any time the surviving corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the surviving corporation the title and property or rights of the merging corporation, the proper officers and directors of the merging corporation shall execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the surviving corporation, and otherwise to carry out the purposes of this Plan of Merger, and the proper officers and directors of the surviving corporation, are fully authorized in the name of the merging corporation, or otherwise, to take any and all such action. ARTICLE V (i) The Board of Directors of Moog Automotive, Inc. by unanimous written consent dated December 16, 1996 approved the Plan of Merger set forth in these Articles, which Plan was also approved by written consent of the sole shareholder of Moog Automotive, Inc. dated December 16, 1996. (ii) The Board of Directors of Wagner Electric Corporation by unanimous written consent dated December 16, 1996 approved the Plan of Merger set forth in these Articles, which Plan was also approved by written consent of the sole shareholder of Wagner Electric Corporation dated December 16, 1996. -3- ARTICLE VI As to each corporation, the number of shares outstanding and the number of shares entitled to vote are:
Total Number of Total Number of Shares Name of Corporation Shares Outstanding Entitled to Vote ------------------- ------------------ ---------------------- Moog Automotive, Inc. 100 100 Wagner Electric Corporation 1,078 1,078
ARTICLE VII As to each corporation, the number of shares voted for and against the plan, respectively are:
Total Shares Total Shares Name of Corporation Voted For Voted Against ------------------- ------------ ------------- Moog Automotive, Inc. 100 -0- Wagner Electric Corporation 1,078 -0-
ARTICLE VIII All provisions of the law of the State of Missouri and the law of the State of Delaware applicable to the proposed merger have been complied with. IN WITNESS WHEREOF, Moog Automotive, Inc., a corporation existing under the laws of the State of Missouri, has caused these Articles of Merger to be executed in its name by its Vice President, and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 19th day of December, 1996. MOOG AUTOMOTIVE, INC. [SEAL] /s/ Randall B. Ammerman -------------------------------------- By: Randall B. Ammerman Vice President ATTEST: /s/ Karen E. Herbert - ---------------------------------------- By: Karen E. Herbert Assistant Secretary -4- IN WITNESS WHEREOF, Wagner Electric Corporation, a corporation existing under the laws of the State of Delaware, has caused these Articles of Merger to be executed in its name by its Vice President, and its corporate seal to be thereto affixed, attested by its Assistant Secretary, this 19th day of December, 1996. WAGNER ELECTRIC CORPORATION [SEAL] /s/ Randall B. Ammerman ------------------------------------------ By: Randall B. Ammerman ATTEST: Vice President /s/ Karen E. Herbert ---------------------------------- By: Karen E. Herbert Assistant Secretary -5- STATE OF TEXAS ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on the 19th day of December, 1996 by Randall B. Ammerman, Vice President of Moog Automotive, Inc., a Missouri corporation, and Wagner Electric Corporation, a Delaware corporation, on behalf of said corporations. /s/ Diane Dover ---------------------------------------------- Notary Public in and for Harris County, Texas STATE OF TEXAS ) ) COUNTY OF HARRIS ) This instrument was acknowledged before me on the 19th day of December, 1996 by Randall B. Ammerman, Vice President of Moog Automotive, Inc., a Missouri corporation, and Wagner Electric Corporation, a Delaware corporation, on behalf of said corporations. /s/ Diane Dover ---------------------------------------------- Notary Public in and for Harris County, Texas -6- ARTICLES OF MERGER OF AUTO COMPONENTS, INC. D. J. T. REALTY CO. GENERAL DRIVESHAFT CO. M/E AUTOMOTIVE CORP. MOOG AUTOMOTIVE GROUP, INC. MOOG AUTOMOTIVE INVESTMENT, INC. ROLERO-OMEGA, INC. INTO MOOG AUTOMOTIVE, INC. The undersigned corporations, pursuant to the provisions of "The General and Business Corporation Law of Missouri" as amended, hereby execute the following articles of merger: ARTICLE ONE The names of the corporations proposing to merge and the names of the States under the law of which such corporations are organized, are as follows: Name of Corporation State of Incorporation ------------------- ---------------------- Moog Automotive, Inc. Missouri Auto Components, Inc. Illinois D. J. T. Realty Co. Delaware General Driveshaft Co. Michigan M/E Automotive Corp. Delaware Moog Automotive Group, Inc. Delaware Moog Automotive Investment, Inc. Delaware Rolero-Omega, Inc. Delaware ARTICLE TWO The laws of Illinois, Delaware and Michigan under which the above foreign corporations are organized, permit such merger. ARTICLE THREE The name of the surviving corporation shall be Moog Automotive, Inc. and it shall be governed by the laws of the State of Missouri. ARTICLE FOUR The plan of merger is as follows: PLAN OF MERGER OF AUTO COMPONENTS, INC. D. J. T. REALTY CO. GENERAL DRIVESHAFT CO. M/E AUTOMOTIVE CORP. MOOG AUTOMOTIVE GROUP, INC. MOOG AUTOMOTIVE INVESTMENT, INC. ROLERO-OMEGA, INC. INTO MOOG AUTOMOTIVE, INC. WHEREAS, Moog Automotive Group, Inc. owns one hundred percent of the outstanding capital stock of Moog Automotive Investment, Inc.; Moog Automotive Investment, Inc. owns one hundred percent of the outstanding capital stock of Moog Automotive, Inc.; and Moog Automotive, Inc. owns one hundred percent of the outstanding capital stock of each of Auto components, Inc., D. J. T. Realty Co., General Driveshaft Co., M/E Automotive Corp. and Rolero-Omega, Inc.; and WHEREAS, the Board of Directors and shareholders of each of the above named corporations have decided that it is in the best interests of such corporations and their shareholders to merge with Moog Automotive, Inc., the survivor; NOW THEREFORE, the above named corporations agree as follows: 1. Effective December 31, 1993 (the "Effective Date"), Auto Components, Inc., an Illinois corporation, D. J. T. Realty Co., a Delaware corporation, General Driveshaft Co., a Michigan corporation, M/E Automotive Corp., a Delaware corporation, Moog Automotive Group, Inc., a Delaware corporation, Moog Automotive Investment, Inc., a Delaware corporation, and Rolero-Omega, Inc., a Delaware corporation, (the foregoing corporations referred to collectively as the "merging corporations") shall merge into Moog Automotive, Inc., a Missouri Corporation (the "surviving corporation"). 2. All of the property, rights, privileges, leases and patents of the merging corporations are to be transferred to and become the property of Moog Automotive, Inc., the surviving corporation. The Officers and Board of Directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. 3. The Officers and Board of Directors of Moog Automotive, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the bylaws of the surviving corporation. 4. a. The outstanding shares of Auto Components, Inc., D. J. T. Realty Co., General Driveshaft Co., M/E Automotive Corp., Moog Automotive Investment, Inc., Rolero-Omega, Inc. and Moog Automotive, Inc. shall be cancelled. b. The outstanding shares of Moog Automotive Group, Inc., the ultimate parent of each of the merging corporations (other than itself) and Moog Automotive, Inc. , shall be exchanged for shares of Moog Automotive, Inc., the surviving corporation, on the following basis: -2- Each outstanding share of Common Stock, $.01 par value each, of Moog Automotive Group, Inc. shall be exchanged for one share of Common Stock, $.10 par value each, of Moog Automotive, Inc. 5. The articles of incorporation of the surviving corporation are not amended. 6. The state of incorporation of the surviving corporation shall be and remain in the State of Missouri. 7. The name of the surviving corporation shall be "Moog Automotive, Inc." 8. the bylaws of Moog Automotive, Inc. as in effect immediately prior to the merger shall be and constitute the bylaws of the surviving corporation until the same shall be properly altered, amended or repealed. 9. As to each corporation participating in the merger, the designation and number of outstanding shares of each class and series, the class or series of shares entitled to vote on the merger and each class and series entitled to vote on the merger as a series, are set forth below:
Class Designation and or Series Number of Outstanding Class or Series Entitled to Shares of Each Class Of Shares Entitled Vote as Name of Corporation or Series to Vote a Class - ------------------- --------------------- ------------------ ----------- Auto Components, Inc. 50,000 Common Common N/A D. J. T. Realty Co. 15,000 Class A Common Class A Common N/A 30,000 Class B Common General Driveshaft Co. 1,000 Common Common N/A M/E Automotive Corp. 100 Common Common N/A Moog Automotive Group, Inc. 100 Common Common N/A Moog Automotive Investment, Inc. 18,600 Class A Common Class B Common N/A 20,000 Class B Common Rolero-Omega, Inc. 15 Common Common N/A Moog Automotive, Inc. 100 Common Common N/A
10. A copy of this Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any of the merging corporations or the surviving corporation. 11. Each of the merging corporations and the surviving corporation shall take or cause to be taken, all action, or do or cause to be done, all things necessary, proper or advisable to consummate and make effective the merger. 12. If at any time the surviving corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the surviving corporation the title and property or rights of the merging corporations, the proper officers and directors of the merging corporations shall execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the surviving corporation, and otherwise to carry out the purposes of this Plan of Merger, and the proper officers and directors of the surviving corporation are fully authorized in the name of the merging corporations, or otherwise, to take any and all such action. -3- ARTICLE FIVE (i) The Board of Directors of Moog Automotive, Inc. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of Moog Automotive, Inc. (ii) The Board of Directors of Auto Components, Inc. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of Auto Components, Inc. (iii) The Board of Directors of D. J. T. Realty Co. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of D. J. T. Realty Co. (iv) The Board of Directors of General Driveshaft Co. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of General Driveshaft Co. (v) The Board of Directors of M/E Automotive Corp. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of M/E Automotive Corp. (vi) The Board of Directors of Moog Automotive Corp. Inc. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of Moog Automotive Group, Inc. (vii) The Board of Directors of Moog Automotive Investment, Inc. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of Moog Automotive Investment, Inc. (viii) The Board of Directors of Rolero-Omega, Inc. by unanimous written consent resolution of the members of such Board approved the Plan of Merger set forth in these Articles, which Plan thereafter was approved by written consent of the sole shareholder of Rolero-Omega, Inc. ARTICLE SIX As to each corporation, the number of shares outstanding and the number of shares entitled to vote are: -4-
Total Number Total Number of Shares of Shares Entitled to Name of Corporation Outstanding Vote ------------------- ----------- ----------- Moog Automotive, Inc. 100 100 Auto Components, Inc. 50,000 50,000 D. J. T. Realty Co. 45,000 15,000 General Driveshaft Co. 1,000 1,000 M/E Automotive Corp. 100 100 Moog Automotive Group, Inc. 100 100 Moog Automotive Investment, Inc. 38,600 20,000 Rolero-Omega, Inc. 15 15
ARTICLE SEVEN As to each corporation, the number of shares voted for and against the plan, respectively are:
Total Shares Total Shares Name of Corporation Voted For Voted Against - ------------------- ------------ ------------- Moog Automotive, Inc. 100 - 0 - Auto Components, Inc. 50,000 - 0 - D. J. T. Realty Co. 15,000 - 0 - General Driveshaft Co. 1,000 - 0 - M/E Automotive Corp. 100 - 0 - Moog Automotive Group, Inc. 100 - 0 - Moog Automotive Investment, Inc. 20,000 - 0 - Rolero-Omega, Inc. 15 - 0 -
ARTICLE EIGHT All provisions of the law of the State of Missouri and the States of Illinois, Delaware and Michigan applicable to the proposed merger have been complied with. -5- IN WITNESS WHEREOF, said Moog Automotive, Inc. a corporation existing under the laws of the State of Missouri, has caused these Articles to be executed in its name by its Vice President, and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Moog Automotive, Inc. /s/ D. Bradley McWilliams -------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams Vice President Attest: /s/ Karen E. Herbert - --------------------- Assistant Secretary IN WITNESS WHEREOF, said Auto Components, Inc., a corporation existing under the laws of the State of Illinois, has caused these Articles to be executed in its name by its Vice President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Auto Components, Inc. /s/ D. Bradley McWilliams -------------------------- By: D. Bradley McWilliams (CORPORATE SEAL) Vice President Attest: /s/ Karen E. Herbert - ------------------------ By: Karen E. Herbert Assistant Secretary IN WITNESS WHEREOF, said D. J. T. Realty Co., a corporation existing under the laws of the State of Delaware, has caused these Articles to be executed in its name by its Vice President and its corporate seal to be thereto affixed, attested by its Secretary this 22nd day of December 1993. D. J. T. Realty Co. /s/ D. Bradley McWilliams ------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams Vice President Attest: /s/ Karen E. Herbert - ------------------------ By: Karen E. Herbert Secretary -6- IN WITNESS WHEREOF, said General Driveshaft Co., a corporation existing under the laws of the State of Michigan, has caused these Articles to be executed in its name by its Vice President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. General Driveshaft Co. /s/ D. Bradley McWilliams ------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams Vice President Attest: /s/ Karen E. Herbert - ----------------------------- By: Karen E. Herbert Assistant Secretary IN WITNESS WHEREOF, said Moog Automotive Investment, Inc., a corporation existing under the laws of the State of Delaware, has caused these Articles to be executed in its name by its President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Moog Automotive Investment, Inc. /s/ D. Bradley McWilliams ---------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams President Attest: /s/ Karen E. Herbert - ------------------------------- By: Karen E. Herbert Assistant Secretary IN WITNESS WHEREOF, said Moog Automotive Group, Inc. a corporation existing under the laws of the State of Delaware, has caused these Articles to be executed in its name by its President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Moog Automotive Group, Inc. NO SEAL IN EXISTENCE - -------------------- (CORPORATE SEAL) /s/ D. Bradley McWilliams ---------------------------- By: D. Bradley McWilliams Attest: Vice President /s/ Karen E. Herbert - ------------------------------- By: Karen E Herbert Assistant Secretary -7- IN WITNESS WHEREOF, said Moog Automotive Investment, Inc., a corporation existing under the laws of the State of Delaware, has caused these Articles to be executed in its name by its President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Moog Automotive Investment, Inc. NO SEAL IN EXISTENCE /s/ D. Bradley McWilliams ----------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams Vice President Attest: /s/ Karen E. Herbert - -------------------------- By: Karen E. Herbert Assistant Secretary IN WITNESS WHEREOF, said Rolero-Omega, Inc. a corporation existing under the laws of the State of Delaware, has caused these Articles to be executed in its name by its Vice President and its corporate seal to be thereto affixed, attested by its Assistant Secretary this 22nd day of December 1993. Rolero-Omega, Inc. /s/ D. Bradley McWilliams ----------------------------- (CORPORATE SEAL) By: D. Bradley McWilliams Vice President Attest: /s/ Karen E. Herbert - -------------------------- By: Karen E. Herbert Assistant Secretary -8- STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of Moog Automotive, Inc., that he signed the forgoing document as Vice President of the corporation, and that the statements therein contained are true. /s/ Diane Dover --------------------- Notary Public My Commission Expires: 8/16/96. STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of Auto Components, Inc., that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true. /s/ Diane Dover --------------------- Notary Public My Commission Expires: 8/16/96. -9- STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of D. J. T. Realty Co., that he signed the forgoing document as Vice President of the corporation, and that he statements therein contained are true. /s/ Diane Dover ------------------- Notary Public My Commission Expires: 8/16/96. STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of General Driveshaft Co., that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true. /s/ Diane Dover --------------------- Notary Public My Commission Expires: 8/16/96. -10- STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of M/E Automotive Corp., that he signed the forgoing document as Vice President of the corporation, and that he statements therein contained are true. /s/ Diane Dover ------------------- Notary Public My Commission Expires: 8/16/96. STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of Moog Automotive Group, Inc., that he signed the foregoing document as President of the corporation, and that the statements therein contained are true. /s/ Diane Dover -------------------- Notary Public My Commission Expires: 8/16/96. -11- STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of Moog Automotive, Inc., that he signed the forgoing document as President of the corporation, and that he statements therein contained are true. /s/ Diane Dover ----------------------------------------- Notary Public My Commission Expires: 8/16/96. STATE OF TEXAS ) ) COUNTY OF HARRIS ) I, Diane Dover, a Notary Public, do hereby certify that on this 22nd day of December, 1993, personally appeared before me D. Bradley McWilliams, who, being by me first duly sworn declared that he is the Vice President of Rolero-Omega, Inc., that he signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true. /s/ Diane Dover ----------------------------------------- Notary Public My Commission Expires: 8/16/96. -12- Amendment of Articles of Incorporation (To be submitted in duplicate) Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following: 1. The present name of the Corporation is Moog Automotive Products, Inc. ______________________________________ The name under which it was originally organized was Numoog, Inc. _________________________ 2. An amendment to the Corporation's Articles of Incorporation was adopted by the shareholders on October 20, 1998. 3. Article Number 1 is amended to read as follows: --------- The name of the corporation shall be "Federal-Mogul Products, Inc." shares outstanding, 120 - ------------------------------- ----------------------------- shares were entitled to vote on such amendment. The number of outstanding shares of any class entitled to vote thereon as a class were as follows: Class Number of Outstanding Shares COMMON 120 5. The number of shares voted for and against the amendment was as follows: Class No. Voted For No. Voted Against COMMON 120 6. If the amendment changed the number or par value of authorized shares having a par value, the amount in dollars of authorized shares having a par value as changed is: no change If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are: no change 7. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected: no change (Page 2) IN WITNESS WHEREOF, the undersigned, THOMAS W. RYAN VICE PRESIDENT has executed this instrument - --------------------------------------------------- and David M. Sherbin Asst. Secy. has affixed its corporate seal hereto and ------------------------------ attested said seal on the 22nd day of October, 1998 ------------------------ --------------- -- Place CORPORATE SEAL Here (If no seal, state "None") Moog Automotive Products, Inc. --------------------------------------- Name of Corporation ATTEST: /s/ David M. Sherbin By /s/ Thomas W. Ryan - ------------------------------------- --------------------------------------- Secretary or Assistant Secretary President or Vice President State of Michigan ) ------------------------------- ) ss. County of Oakland ) ------------------------------ I, SARA CARPENTER, a Notary Public, do hereby certify that on this 2nd day of October, 1998, personally appeared before me Thomas W. Ryan and David M. Sherbin who, being by me first duly sworn, declared that he is the Vice President and Assistant Secretary of Moog Automotive Products, Inc., that he signed the foregoing documents as Vice President and Assistant Secretary of the corporation, and that the statements therein contained are true. (Notarial Seal) /s/ Sara Carpernter ---------------------------------- Notary Public My commission expires 12/01/01 ------------ (Page 3) ARTICLES OF MERGER (Section 351.447, RSMo) (To be submitted in duplicate) Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certify the following: (1) That Federal-Mogul Products, Inc. of Missouri ------------------------------------------------------- ------------ (Name of Corporation) (2) That Federal-Mogul Redevelopment Corporation of Missouri ------------------------------------------------------- ------------ (Name of Corporation) (3) That of _______________________________________________________ ------------ (Name of Corporation) are hereby merged and that the above named Federal-Mogul Products, Inc. -------------------------------- is the surviving corporation. (Name of Corporation) (4) That the Board of Directors of -------------------------------------------- (Name of Corporation) met on and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles. (5) That the Board of Directors of Federal-Mogul Products, Inc. by unanimous written consent dated --------------------------------------------------------------------------- (Name of Corporation) Nov. 20, 1998 and approved the Plan of Merger set forth in these articles. ------------- (6) That the Board of Directors of Federal-Mogul Redevelopment Corporation, by unanimous written consent --------------------------------------------------------------------------- (Name of Corporation) dated Nov. 20, 1998 and approved the Plan of Merger set forth in these articles. (7) That this Plan of Merger has been adopted pursuant to Section 351.447, RSMo. (8) That the resolution of the Board of Directors of the parent corporation, Federal-Mogul Products, Inc., approving the Plan of Merger is as follows: See Annex A attached hereto. (9) That the parent corporation, Federal-Mogul Products, Inc. is in compliance with the 90 percent ownership requirement of Section 351.447, RSMo, and will maintain at least 90 percent ownership of each of the other corporations, party to the merger, until the issuance of the Certificate of Merger by the Secretary of State of the State of Missouri. (10) PLAN OF MERGER 1. Federal-Mogul Products, Inc. of Missouri ----------------------------------------------- ---------------------- is the survivor. 2. All of the property, rights, privileges, leases and patents of the Federal-Mogul Redevelopment Corporation and ___________________________ Corporation are to be transferred to and become the property of Federal-Mogul Products, Inc. the survivor. The officers and board of directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. 3. The officers and board of directors of Federal-Mogul Products, Inc. shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation. 4. (To be completed if the parent corporation does not own all of the outstanding shares of each of the subsidiary corporations party to the merger.) The consideration paid by the surviving corporation upon surrender of each share of the subsidiary corporation(s) which is not owned by the parent corporation is as follows: N/A 5. (To be completed if the parent corporation is not the surviving corporation.) a. The outstanding shares of N/A parent corporation, shall be exchanged for shares of surviving corporation on the following basis: b. The proposed merger has been approved by receiving the affirmative vote of at least two-thirds of the outstanding shares of N/A, parent corporation, entitled to vote thereon at a meeting thereof duly called and held on at ------------------------------- --------------------------------------. 6. It is agreed that, upon and after the issuance of a certificate of merger by the Secretary of State of the State of Missouri: a. The surviving corporation may be served with process in the State of Missouri in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Missouri which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Missouri against the surviving corporation; b. The Secretary of State of the State of Missouri shall be and hereby is irrevocably appointed as the agent of the surviving corporation to accept service of process in any such proceeding; the address to which the service of process in any such proceeding shall be mailed is 26555 Northwestern Highway, Southfield, Michigan 48034; c. The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Missouri which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of "The General and Business Corporation Law of Missouri" with respect to the rights of dissenting shareholders. 7. The articles of incorporation of the survivor are not amended. 8. These Articles of Merger shall become effective on December 31, 1998. (Page 2) IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporation on the day and year hereafter acknowledged. Federal-Mogul Products, Inc. ---------------------------------------- (Name of Corporation) Corporate Seal By /s/ Edward W. Gray, Jr. ---------------------------------------- (The President or Vice President) Edward W. Gray, Jr., Vice President ATTEST: By /s/ David M. Sherbin -------------------------------------- The Secretary or Assistant Secretary David M. Sherbin, Assistant Secretary Federal-Mogul Redevelopment Corporation ---------------------------------------- (Name of Corporation) Corporate Seal By /s/ Edward W. Gray, Jr. --------------------------------------- (The President or Vice President) Edward W. Gray, Jr., Vice President ATTEST: By /s/ David M. Sherbin -------------------------------------- The Secretary or Assistant Secretary David M. Sherbin, Assistant Secretary Corporate Seal --------------------------------------- (Name of Corporation) By --------------------------------------- (The President or Vice President) ATTEST: By -------------------------------------- The Secretary or Assistant Secretary State of Michigan ) ------------------------------- ) ss. County of Oakland ) ------------------------------ On this 20th day of November in the year 1998 before me Jacqueline Murdock, Notary Public in and for said state, personally appeared Edward W. Gray, Jr., Vice President, Federal-Mogul Products, Inc., Federal-Mogul Redevelopment Corp. known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. (Notarial Seal) /s/ Jacqueline Murdock --------------------------------------- Notary Public My commission expires Jan. 24, 1999 ----------------- (Page 3) State of Michigan ) ) ss. County of Oakland ) On this 20th day of November in the year 1998, before me Jacqueline Murdock, Notary Public in and for said state, personally appeared David Sherbin, Assistant Secretary, Federal-Mogul Products, Inc., Federal-Mogul Redevelopment Corp. known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. (Notarial Seal) /s/ Jacqueline Murdock ----------------------------------------- Notary Public My commission expires Jan. 24, 1999 ------------------- (Page 4) ANNEX A ------- RESOLUTIONS OF THE BOARD OF DIRECTORS OF FEDERAL-MOGUL PRODUCTS, INC. (the "Corporation") --------------------------------------------------- WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to adopt a Plan of Merger, to effect the merger of its wholly-owned Subsidiary, Federal-Mogul Redevelopment Corporation, a Missouri corporation ("Subsidiary"), with and into the Corporation, and to have the Subsidiary's separate existence cease and terminate, and to conduct the business of Subsidiary and assume all of the obligations of the Subsidiary (the "Merger"); NOW THEREFORE, BE IT RESOLVED, that the Merger is authorized and approved in all respects, and the Plan of Merger, as set forth in the Articles of Merger to be filed with the Missouri Secretary of State, is hereby adopted, authorized and approved in all respects; BE IT FURTHER RESOLVED, that the officers of the Corporation be, and each (acting alone) hereby is, authorized and empowered in the name of and on behalf of the Corporation to take or cause to be taken all such actions and to sign, execute, verify, acknowledge, certify to, file and deliver all such instruments and documents, as shall be in the judgment of any such officer, necessary, desirable or appropriate in order to effectuate the Merger and to perform the obligations of the Corporation and the subsidiary under the laws of the State of Missouri required for the Merger, and as a result of the Merger, including but not limited to, filing Articles of Merger with the Missouri Secretary of State and filing any and all other documents necessary in jurisdictions of foreign qualification; and BE IT FURTHER RESOLVED, that any and all prior actions taken by the officers of the Corporation or an agent or employee of the Corporation under the direction of such officer in connection with the actions authorized in the above resolutions hereby are ratified, confirmed, authorized and approved in all respects. ARTICLES OF MERGER (Section 351.447, RSMo) (To be submitted in duplicate) Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned corporation certify the following: (1) That Federal-Mogul Products, Inc. of Missouri --------------------------------------------- ------------------ (Name of Corporation) (2) That F-M Undercar, Inc. of Delaware --------------------------------------------- ------------------ (Name of Corporation) (3) That _______________________________________________ of ___________________ are hereby merged and that the above named Federal-Mogul Products, Inc. -------------------------------- is the surviving corporation. (Name of Corporation) (4) That the Board of Directors of _______________________________________ (Name of Corporation) met on and by resolution adopted by a majority vote of the members of such board approved the Plan of Merger set forth in these articles. (5) That the Board of Directors of F-M Undercar, Inc. --------------------------------------- (Name of Corporation) Nov. 20, 1998 approved the Plan of Merger set forth in these articles. -------------- (6) That the Board of Directors of Federal-Mogul Products, Inc. --------------------------------------------- (Name of Corporation) Nov. 20, 1998 approved the Plan of Merger set forth in these articles. ------------- (7) That this Plan of Merger has been adopted pursuant to Section 351.447, RSMo. (8) That the resolution of the Board of Directors of the parent corporation, Federal-Mogul Products, Inc., approving the Plan of Merger is as follows: ---------------------------- See Annex A Attached Hereto. (9) That the parent corporation, Federal-Mogul Products, Inc. ---------------------------------------- is in compliance with the 90 percent ownership requirement of Section 351.447, RSMo, and will maintain at least 90 percent ownership of each of the other corporations, party to the merger, until the issuance of the Certificate of Merger by the Secretary of State of the State of Missouri. (10) PLAN OF MERGER 1. Federal-Mogul Products, Inc. of Missouri ----------------------------------------------- -------------- is the survivor. 2. All of the property, rights, privileges, leases and patents of the F-M Undercar, Inc. Corporation and ---------------------------- ----------------------------- Corporation are to be transferred to and become the property of Federal-Mogul Products, Inc. the survivor. The officers and board of -------------------------------- directors of the above named corporations are authorized to execute all deeds, assignments, and documents of every nature which may be needed to effectuate a full and complete transfer of ownership. 3. The officers and board of directors of Federal-Mogul Products, Inc. ---------------------------------- shall continue in office until their successors are duly elected and qualified under the provisions of the by-laws of the surviving corporation. 4. (To be completed if the parent corporation does not own all of the outstanding shares of each of the subsidiary corporations party to the merger.) The consideration paid by the surviving corporation upon surrender of each share of the subsidiary corporation(s) which is not owned by the parent corporation is as follows: N/A 5. (To be completed if the parent corporation is not the surviving corporation.) a. The outstanding share of N/A parent corporation, --------------------------- shall be exchanged for shares of , surviving --------------------------- corporation on the following basis: b. The proposed merger has been approved by receiving the affirmative vote of at least two-thirds of the outstanding shares of N/A , ------------------- parent corporation, entitled to vote thereon at a meeting thereof duly called and held on at . ----------------------- ------------------------ 6. It is agreed that, upon and after the issuance of a certificate of merger by the Secretary of State of the State of Missouri: a. The surviving corporation may be served with process in the State of Missouri in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Missouri which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Missouri against the surviving corporation; b. The Secretary of State of the State of Missouri shall be and hereby is irrevocably appointed as the agent of the surviving corporation to accept service of process in any such proceeding; the address to which the service of process in any such proceeding shall be mailed is 26555 Northwestern Highway, Southfield, Michigan 48034 ; --------------------------------------------------------------- c. The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Missouri which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of "The General and Business Corporation Law of Missouri" with respect to the rights of dissenting shareholders. 7. The articles of incorporation of the survivor are not amended. 8. These Articles of Merger shall become effective on December 31, 1998. (Page 2) IN WITNESS WHEREOF, these Articles of Merger have been executed in duplicate by the aforementioned corporation as of the day and year hereafter acknowledged. Federal-Mogul Products, Inc. --------------------------------------- (Name of Corporation) Corporate Seal By /s/ Edward W. Gray, Jr. ------------------------------------ (The President or Vice President) Edward W. Gray, Jr., Vice President ATTEST: By /s/ David M. Sherbin - --------------------------------------- The Secretary or Assistant Secretary David M. Sherbin, Assistant Secretary F-M Undercar, Inc. --------------------------------------- (Name of Corporation) Corporate Seal By /s/ Edward W. Gray, Jr. ------------------------------------ (The President or Vice President) Edward W. Gray, Jr., Vice President ATTEST: By /s/ David M. Sherbin ------------------------------------ The Secretary or Assistant Secretary David M. Sherbin, Assistant Secretary Corporate Seal --------------------------------------- (Name of Corporation) By ------------------------------------ (The President or Vice President) ATTEST: By ------------------------------------- The Secretary or Assistant Secretary State of Michigan ) ) ss. County of Oakland ) On this 23rd day of December in the year 1998 before me Jacqueline Murdock, Notary Public in and for said state, personally appeared Edward W. Gray, Jr., Vice President, F-M Undercar, Federal-Mogul Products known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. (Notarial Seal) /s/ Jacqueline Murdock ----------------------------------- Notary Public My commission expires Jan. 24, 1999 State of Michigan ) ) ss. County of Oakland ) (Page 3) On this 23rd day of December in the year 1998, before me Jacqueline Murdock, Notary Public in and for said state, personally appeared David Sherbin, Assistant Secretary, F-M Undercar, Federal-Mogul Products known to me to be the person who executed the within Articles of Merger in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. (Notarial Seal) /s/ Jacqueline Murdock -------------------------------------- Notary Public My commission expires Jan. 24, 1999 (Page 4) ANNEX A ------- RESOLUTIONS OF THE BOARD OF DIRECTORS OF FEDERAL-MOGUL PRODUCTS, INC. (the "Corporation") --------------------------------------------------- WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation to adopt a Plan of Merger, to effect the merger of its wholly-owned Subsidiary, F-M Undercar, Inc., a Delaware corporation ("Subsidiary"), with and into the Corporation, and to have the Subsidiary's separate existence cease and terminate, and to conduct the business of Subsidiary and assume all of the obligations of the Subsidiary (the "Merger"); NOW THEREFORE, BE IT RESOLVED, that the Merger is authorized and approved in all respects, and the Plan of Merger, as set forth in the Articles of Merger to be filed with the Missouri Secretary of State, is hereby adopted, authorized and approved in all respects; BE IT FURTHER RESOLVED, that the officers of the Corporation be, and each (acting alone) hereby is, authorized and empowered in the name of and on behalf of the Corporation to take or cause to be taken all such actions and to sign, execute, verify, acknowledge, certify to, file and deliver all such instruments and documents, as shall be in the judgment of any such officer, necessary, desirable or appropriate in order to effectuate the Merger and to perform the obligations of the Corporation and the subsidiary under the laws of the States of Missouri and Delaware required for the Merger, and as a result of the Merger, including but not limited to, filing Articles of Merger with the Missouri Secretary of State and a Certificate of Ownership and Merger with the Delaware Secretary of State, and filing any and all other documents necessary in jurisdictions of foreign qualification; and BE IT FURTHER RESOLVED, that any and all prior actions taken by the officers of the Corporation or an agent or employee of the Corporation under the direction of such officer in connection with the actions authorized in the above resolutions hereby are ratified, confirmed, authorized and approved in all respects. Statement of Change of Business Office of a Registered Agent Charter No. 00195550 -------- The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of "The General and Business Corporation Act in Missouri," or the "Missouri Uniform Limited Partnership Law," represents that: 1. The name of the corporation/limited partnership is MOOG AUTOMOTIVE PRODUCTS, INC. 2. The name of this registered agent is C T Corporation System 3. The address, including street number, if any, of the present business office of the registered agent is 906 Olive Street, St. Louis, Missouri 63105 4. The address, including street number, if any, of the business office of the registered agent is hereby changed to 120 South Central Avenue, Clayton, Missouri 63105 5. Notice in writing of the change has been mailed by the registered agent to the corporation/limited partnership named above. 6. The address of the registered office of the corporation/limited partnership named above and the business office of the registered agent, as changed, is identical. (The following should be executed only if the registered agent is a natural person) IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this _____________ day of __________________________________________________________________, 19 _____. _________________________________________ Signature of Registered Agent State of _____________________________) ) ss County of ___________________________ ) On this _______________________ day of __________________________________, in the year 19 _____, before me, _____________________________________________, a Notary Public in and for said state, personally appeared ______________________________ known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that _____________ executed the same for the purposes therein stated. (Notarial Seal) _________________________________________ Notary Public My commission expires _________________________________________ (The following should be executed only if the registered agent is a corporation) IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its president or vice president, attested by its secretary or assistant secretary this 27th day of March, 1998. (Corporate Seal) NONE C T Corporation System ----------------------------------------- Name of Corporation If no seal, state "none". By /s/ Kenneth J. Uva --------------------------------------- President or Vice President Attest: /s/ Raui Hauer - ---------------------------------------- Secretary or Assistant Secretary State of New York ) ----------------------- ) ss County of New York ) ---------------------- On this 27th day of March in the year 1998, before me Theresa Alfieri, a Notary ---- ----- ----- ---------------- Public in and for said state, personally appeared Kenneth J. Uva, --------------- (Name) Vice President C T Corporation System known to me to be the person - -------------- ---------------------- (Title) Name of Corporation who executed the within Statement of Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated. /s/ Theresa Alfieri ------------------------------------ Notary Public (Notarial Seal) My commission expires 12/31/99 --------------- EX-3.23 6 FEDERAL MOGUL PRODUCTS, INC.'S BYLAWS EXHIBIT 3.23 BYLAWS OF FEDERAL-MOGUL PRODUCTS, INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal-Mogul Products, 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 Missouri 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 Missouri, 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 Missouri 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 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. 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 Missouri. 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 Products, Inc., Missouri" 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 by law, whichever number is greater. 8 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. 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. 9 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-3.24 7 FEDERAL MOGUL AVIATION, INC.'S ARTICLES OF INC. EXHIBIT 3.24 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION Champion Aviation, Inc., 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 said Corporation, by the unanimous written consent of its members, filed with the minutes of the Board a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation: RESOLVED, that the Certificate of Incorporation of Champion Aviation, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: "The name of the Corporation is: Federal-Mogul Aviation, Inc." SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by David M. Sherbin, its Assistant Secretary, this 29th day of October, 1998. /s/ David M. Sherbin ------------------------------------ By: David M. Sherbin Title: Assistant Secretary CERTIFICATE OF INCORPORATION OF CHAMPION AVIATION, INC. * * * * * 1. The name of the corporation is Champion Aviation, 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 Ten Thousand Shares (10,000); all of such shares shall be without par value. 5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS - ---- --------------- Barbara A. Widra 600 Travis Street, Suite 5800 Houston, Texas 77002
The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:
NAME MAILING ADDRESS - ---- --------------- D. Bradley McWilliams 600 Travis Street, Suite 5800 Houston, Texas 77002 Gordon A. Ulsh 600 Travis Street, Suite 5800 Houston, Texas 77002 Diane K. Schumacher 600 Travis Street, Suite 5800 Houston, Texas 77002
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. 8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide. 9. 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 that the foregoing provisions shall not eliminate or limit the liability of a director (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. 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, does 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 25th day of November, 1997. /s/ Barbara A. Widra ------------------------------------ Barbara A. Widra EX-3.25 8 FEDERAL MOGUL AVIATION, INC.'S BYLAWS EXHIBIT 3.25 BYLAWS OF FEDERAL-MOGUL AVIATION, INC. ARTICLE I Shareholders Section 1. Annual Meeting. The annual meeting of the shareholders of Federal-Mogul Aviation, 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 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 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. 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. ARTICLES VIII Seal The following shall be the design for the corporate seal of the Corporation: two concentric rings with the words "Federal-Mogul Aviation, 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 by law, whichever number is greater. 8 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. 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. 9 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-4.8 9 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.8 _____________________________________________ Registration Rights Agreement Dated as of January 20, 1999 among Federal-Mogul Corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities, Inc. _____________________________________________ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into this 20th day of January 1999, among Federal-Mogul Corporation, a Michigan corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities Inc. (collectively, the "Initial Purchasers"). This Agreement is made pursuant to the Purchase Agreement dated January 14, 1999, among the Company, the Guarantors (as hereinafter defined) and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of an aggregate of $400,000,000 principal amount of the Company's 7 3/8% Notes due and an aggregate of $600,000,000 principal amount of the Company's 7 1/2% Notes due 2009 (collectively, the "Notes"). The Notes will be guaranteed (collectively the "Guarantees") by each of the Guarantors. The Notes and the Guarantees are collectively referred to herein as the "Securities". In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions: ----------- As used in this Agreement, the following capitalized defined terms shall have the following meanings: "1933 Act" shall mean the Securities Act of 1933, as amended from time to time. "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Closing Date" shall mean the Closing Time as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company, provided, however, that such depositary must have an address in the Borough of Manhattan, in the City of New York. "Exchange Offer" shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2.1 hereof. 2 "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. "Exchange Period" shall have the meaning set forth in Section 2.1 hereof. "Exchange Securities" shall mean the 7 3/8% Notes due 2006, and the 7 1/2% Notes due 2009 issued by the Company under the Indenture and guaranteed by the Guarantors containing terms identical to the Securities in all material respects (except for references to certain interest rate provisions, restrictions on transfers and restrictive legends), to be offered to Holders of Securities in exchange for Registrable Securities pursuant to the Exchange Offer. "Guarantee" shall mean, with respect to the Notes, the guarantees thereof by the Guarantors, with respect to the Exchange Securities, the guarantees thereof by the Guarantors and with respect to the Private Exchange Securities, the guarantees thereof by the Guarantors. "Guarantors" collectively shall mean the Company's subsidiaries listed on the signature page of the Purchase Agreement together with any subsidiary that in the future executes a supplemental indenture pursuant to which such subsidiary agrees to guarantee the Notes. "Holder" shall mean an Initial Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and each Participating Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. "Indenture" shall mean the Indenture relating to the Securities, dated as of January 20, 1999, among the Company, the Guarantors and The Bank of New York, as trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof. "Initial Purchaser" or "Initial Purchasers" shall have the meaning set forth in the preamble. "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of Outstanding (as defined in the Indenture) Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Guarantors and other obligors on the Securities or any Affiliate (as defined in the Indenture) of the Company shall be 3 disregarded in determining whether such consent or approval was given by the Holders of such required percentage amount. "Participating Broker-Dealer" shall mean any of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities Inc. and any other broker- dealer which makes a market in the Securities and exchanges Registrable Securities in the Exchange Offer for Exchange Securities. "Person" shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Private Exchange" shall have the meaning set forth in Section 2.1 hereof. "Private Exchange Securities" shall have the meaning set forth in Section 2.1 hereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble. "Registrable Securities" shall mean the Securities and, if issued, the Private Exchange Securities; provided, however, that Securities and, if issued, the Private Exchange Securities, shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the 1933 Act or are eligible to be sold to the public pursuant to Rule 144 (k) under the 1933 Act, (iii) such Securities shall have ceased to be outstanding, (iv) such Securities shall have been otherwise transferred by the Holder and a new security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such Note shall not require registration or qualification under the Securities Act, or (v) the Exchange Offer is consummated (except in the case of Securities purchased from the Company and continued to be held by the Initial Purchasers). "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation; (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, (ii) all fees and expenses incurred in connection with 4 compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, and any other documents relating to the performance of and compliance with this Agreement by the Company, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Securities on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Trustee, and any exchange agent or custodian, (viii) the reasonable fees and disbursements of one firm of special counsel representing the Holders of Registrable Securities in any Shelf Registration and (ix) the fees and expenses of any special experts retained by the Company in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company and the Guarantors which covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post- effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission. "Securities" shall have the meaning set forth in the preamble. "Shelf Registration" shall mean a registration effected pursuant to Section 2.2 hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable Securities or all of the Private Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post- effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. 5 2. Registration Under the 1933 Act. ------------------------------- 2.1 Exchange Offer. (i) The Company and the Guarantors shall, for the benefit of the Holders, at the Company's cost, unless the Exchange offer would not be permitted by applicable law or SEC policy, (A) prepare and, as soon as practicable but not later than 180 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act, with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities (other than Private Exchange Securities), of a like principal amount of Exchange Securities, (B) use their best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act within 240 days of the Closing Date, (C) use their best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their best efforts to cause the Exchange Offer to be consummated not later than 270 days following the Closing Date. The Exchange Securities will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities acquired directly from the Company or the Guarantors for its own account, (c) acquired the Exchange Securities in the ordinary course of such Holder's business and (d) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Securities) to transfer such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act and under state securities or blue sky laws other than the prospectus delivery requirement applicable to a broker-dealer. (ii) In connection with the Exchange Offer, the Company shall, and shall cause each of the Guarantors as applicable, to: (a) mail as promptly as practicable to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal (including the representations required to be made by such Holder under Section 2.1(v) below) and related documents; (b) keep the Exchange Offer open for acceptance for a period of not less than 30 calendar days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (c) utilize the services of the Depositary for the Exchange Offer; (d) permit Holders to withdraw tendered Registrable Securities at any timed prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange Period, by sending to the institution specified in the notice in clause (b) above, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable 6 Securities delivered for exchange, the principal amount of Registrable Securities that such Holder wishes to withdraw and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged; (e) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. (iii) If, prior to consummation of the Exchange Offer, the Initial Purchasers hold any Securities acquired by them and having the status of an unsold allotment in the initial distribution, the Company and the Guarantors upon the request of any Initial Purchaser shall, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange (the "Private Exchange") for the Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company (guaranteed by the Guarantors) that are identical (except that such securities shall bear appropriate transfer restrictions) to the Exchange Securities (the "Private Exchange Securities"). (iv) The Exchange Securities and the Private Exchange Securities shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture and which, in either case, has been qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), or is exempt from such qualification and shall provide that the Exchange Securities shall not be subject to the transfer restrictions set forth in the Indenture but that the Private Exchange Securities shall be subject to such transfer restrictions. The Indenture or such indenture shall provide that each series of the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters as one class. The Private Exchange Securities shall be of the same series as the "Exchange Securities" and the Company shall use all commercially reasonable efforts to have the Private Exchange Securities bear the same CUSIP numbers, Euroclear and Cedel Common Code Nos. and International Identification Numbers ("ISIN") as the Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of such Private Exchange Securities not bearing the same CUSIP numbers, Euroclear and Cedel Common Code Nos and ISINs as the Exchange Securities. (v) Each Holder of Registrable Securities that wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that: (a) any Exchange Securities to be received by it shall be acquired in the ordinary course of its business; 7 (b) it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities; (c) it is not an affiliate of the Company (as defined in Rule 405 under the 1933 Act); and (d) such other representations reasonably necessary under applicable SEC rules, regulations or interpretations. If such Holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities. If the Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. (vi) As soon as practicable after the close of the Exchange Offer and/or the Private Exchange, as the case may be, the Company, and each of the Guarantors as applicable, shall: (a) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto; (b) accept for exchange all Securities properly tendered pursuant to the Private Exchange; (c) deliver to the Trustee for cancellation all Registrable Securities so accepted for exchange; and (d) cause the Trustee promptly to authenticate and deliver Exchange Securities or Private Exchange Securities, as the case may be, to each Holder of Registrable Securities as so accepted for exchange in a principal amount equal to the principal amount of the Registrable Securities of such Holder so accepted for exchange. (vii) Interest on each Exchange Security and Private Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of original issuance. The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than (i) that the Exchange Offer or the Private Exchange, or the making of any exchange by a Holder, does not violate applicable law or any SEC policy, (ii) the due tendering of 8 Registrable Securities in accordance with the Exchange Offer and the Private Exchange, (iii) that each Holder of Registrable Securities exchanged in the Exchange Offer shall have represented that all Exchange Securities to be received by it shall be acquired in the ordinary course of its business and that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer or the Private Exchange which, in the Company's judgment would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer or the Private Exchange. The Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 2.2 Shelf Registration. (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Company or the Guarantors are not permitted to file the Exchange Registration Statement or effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer Registration Statement is not declared effective within 240 days following the original issue of the Registrable Securities or the Exchange Offer is not consummated within 270 days after the original issue of the Registrable Securities, or (iii) if a Holder (A) notifies the Company within 20 days after the commencement of the Exchange Offer that it is not permitted to participate in the Exchange Offer or (B) does not receive fully tradeable Exchange Securities pursuant to the Exchange Offer, then in case of each of clauses (i) through (iii) each of the Company, and the Guarantors as applicable, shall, at the Company's cost: (a) As promptly as practicable, file with the SEC, and thereafter shall use its best efforts to cause to be declared effective as promptly as practicable but no later than the later of (1) 240 days after the Closing Date or (2) 30 days after such filing obligation arises (or 90 days in the event the SEC performs a full review of such Shelf Registration Statement) a Shelf Registration Statement relating to the offer and sale of the Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement. (b) Use its best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for a period of two years from the Closing Date or for such shorter period that will terminate when all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Securities (the 9 "Effectiveness Period"); provided, however, that the Company and the Guarantors will be permitted to suspend the use of the Prospectus forming part of the Shelf Registration Statement if compliance with its obligations under this Agreement to maintain the effectiveness of, supplement or amend such Shelf Registration Statement would require under applicable law additional disclosure of material non-public information by the Company as to which, and so long as, the Company has a bona fide business purpose in not disclosing; and provided further that the maximum period of time during which the Company shall be permitted to so suspend the use of the Prospectus forming a part of the Shelf Registration Statement shall be a period not to exceed 30 days in any three-month period, which may be extended to 60 days in any three-month period for reasons related to material acquisitions, material divestitures or other significant transactions involving Federal-Mogul, but in any event not to exceed 120 days in any twelve- month period. (c) Notwithstanding any other provisions hereof, use its best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (d) No Holder of Securities may include any of its Registrable Securities in any Shelf Registration pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 30 days after receipt of the first request from the Company therefor, the information relating to such Holder that would be required by the SEC to be included in such Shelf Registration Statement or any Prospectus included therein, provided that, the Company delivers two requests for such information, each of which states that such Holder's Registrable Securities will not be included in the Shelf Registration unless the required information is provided within the allotted time period and provided further, that the second request for such information is delivered by the Company between 5 and 15 days after delivery of the first such request. Each Holder as to which any Shelf Registration is being effected agrees to timely furnish to the Company all information necessary to be disclosed in the applicable Shelf Registration Statement or Prospectus included therein in order to make the information previously furnished to the Company by such Holder not materially misleading. 10 (e) The Company and the Guarantors shall not permit any securities other than Registrable Securities to be included in the Shelf Registration Statement. The Company and the Guarantors further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3(b) below, and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 2.3 Expenses. The Company shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. 2.4 Effectiveness. (a) The Company and the Guarantors will be deemed not have used their best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Company or any Guarantor voluntarily takes any action that would, or omits to take any action which omission would, result in any such Registration Statement not being declared effective or in the Holders of Registrable Securities covered thereby not being able to exchange or offer and sell such Registrable Securities during that period as and to the extent contemplated hereby, unless such action is required by applicable law or otherwise permitted under Section 2.2(i)(b). (b) An Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement subject to any stop order, injunction or other order or requirement of the SEC, or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period in which it was so subject, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. 2.5 Interest. In the event that either (a) unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Exchange Offer Registration Statement is not filed with the Commission on or prior to the 180th calendar day following the date of original issue of the Securities, (b) unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Exchange Offer Registration Statement has not been declared effective on or prior to the 240th calendar day following the date of original issue of the Securities, (c) unless the Exchange Offer would not be permitted by applicable law or SEC policy, the Exchange Offer is not consummated on or prior to the 270th calendar day following the date of original issue of the Securities, or (d) in the event a Shelf Registration Statement is required to be filed hereunder and such Shelf Registration Statement is not declared effective by the SEC on or before the date specified in 2.2(i)(a) above (each such event referred to in clauses (a) through (d) above, a "Registration Default"), then the interest rate borne by the Securities as to which a Registration 11 Default exists will be increased ("Additional Interest") by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) during which a Registration Default is continuing immediately following the occurrence of such Registration Default and such interest rate shall increase by an additional one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period while a Registration Default is continuing until all Registration Defaults have been cured, up to a maximum rate of Additional Interest of 1.00% per annum. Following the cure of all Registration Defaults, Additional Interest shall cease to accrue (but any accrued interest shall be payable) and the interest rate on the Securities as to which a Registration Default existed will revert to the original rate. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period during which a Registration Default exists and is continuing. If the Shelf Registration Statement ceases to be effective or is unusable by the Holders for any other reason, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement ceases to be effective or shall not be usable exceeds 30 days in the aggregate (other than as permitted under Section 2.2(i)(b) above) (a "Default"), then the interest rate borne by the Securities as to which the Default exists will be increased by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period (or portion thereof) beginning on the 31st day after the Shelf Registration Statement ceases to be effective or otherwise usable, and such interest rate shall increase by an additional one-quarter of one percent (0.25%) per annum at the beginning of each subsequent 90-day period during which the Shelf Registration Statement ceases to be effective or otherwise usable, provided that the maximum aggregate increase in the interest rate will in no event exceed one percent (1.00%) per annum. Any amounts payable under this paragraph shall also be deemed "Additional Interest" for purposes of this Agreement. Upon the Shelf Registration Statement once again becoming usable. Additional Interest as a result of the Default shall cease to accrue (but any accrued amount shall be payable) and the interest rate borne by the Securities as to which the Default existed will be reduced to the original interest rate if the Company is otherwise in compliance with this Agreement at such time. Additional Interest shall be computed based on the actual number of days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities entitled thereto, on or before the applicable semiannual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Securities entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding anything to the contrary in this Section 2.5, the Company and the Guarantors shall not be required to pay Additional Interest to a Holder of Registrable Securities if 12 (i) the Company is in compliance with Section 2.1(ii)(a) hereof and, with respect to such Registrable Securities, such Holder failed to comply with its obligations to make the representations set forth in Section 2.1(v) hereof or (ii) the Company is in compliance with the first Sentence of Section 2.2(d) hereof and such Registrable Securities are not included in a Shelf Registration because such Holder failed to provide the information required to be furnished by it pursuant to the first sentence of Section 2.2(d) hereof. 3. Registration Procedures. ----------------------- In connection with the obligations of the Company with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company shall: (a) prepare and file with the SEC, a Registration Statement, within the relevant time period specified in Section 2, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Company, (ii) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the 1933 Act, and use their best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period; and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the 1933 Act and comply with the provisions of the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof (including sales by any Participating Broker-Dealer); (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Securities, at least five business days prior to filing, that a Shelf Registration Statement with respect to the Registrable Securities is being filed and advising such Holders that the distribution of Registrable Securities will be made in accordance with the method selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to each Holder of Registrable Securities and to each underwriter of an underwritten offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request, including financial statements and schedules and, if the Holder so requests, all exhibits in order to facilitate the public sale or other disposition of the Registrable Securities; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each 13 of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto; (d) use its best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Securities shall reasonably request by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that none of the Company or any Guarantor shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), or (ii) take any action which would subject it to general service of process of taxation in any such jurisdiction where it is not then so subject; (e) notify promptly each holder of Registrable Securities under a Shelf Registration or any Participating Broker-Dealer who has notified the Company that it is utilizing the Exchange Offer Registration Statement as provided in paragraph (f) below and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warrantees of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities or the Exchange Securities, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vii) of any determination by the Company that a post-effective amendment to such Registration Statement would be appropriate; (f) in the case of the Exchange Offer Registration Statement (i) include the Exchange Offer Registration Statement a section entitled "Plan of Distribution" which section shall be reasonably acceptable to Merrill Lynch on behalf of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker-dealer that holds Registrable 14 Securities acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Securities to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of Merrill Lynch on behalf of the Participating Broker-Dealers and its counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Securities for Registrable Securities pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities, (ii) furnish, for a period of 180 days after the consummation of the Exchange offer, to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any Person subject to the prospectus delivery requirements of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Securities covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: "If the exchange offeree is a broker-dealer holding Registrable Securities acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Securities received in respect of such Registrable Securities pursuant to the Exchange Offer;" and (y) a statement to the effect that a broker-dealer by making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Securities, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act; (g) (i) in the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Securities copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information; (h) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as practicable; (i) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, and each underwriter, if any, without charge, at least one conformed copy of each 15 Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and all exhibits thereto, unless requested); (j) in the case of a Shelf Registration, to the extent that any Registrable Securities are held in certificated form and not represented by global certificates, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three business days prior to the closing of any sale of Registrable Securities; (k) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as promptly as practicable after the occurrence of such an event, use its best efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other document so that, as thereafter delivered to the purchasers of the Registrable Securities or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or will remain so qualified. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company agrees promptly to notify each Holder of such determination and furnish each Holder such number of copies of the Prospectus as amended or supplemented, as such Holder may reasonably request; (l) in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Initial Purchasers on behalf of such Holders; and make representatives of the Company as shall be reasonably requested by the Holders of Registrable Securities, or the Initial Purchasers on behalf of such Holders, available for discussion of such document; (m) obtain CUSIP numbers, Euroclear and Cedel Common Code Nos. and ISINs for all Exchange Securities, Private Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Securities, Private Exchange Securities or the Registrable Securities, as the case may be, in a form eligible for deposit with the Depositary; (n) (i) cause the Indenture to be qualified under the TIA in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, (ii) cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be 16 required for the Indenture to be so qualified in accordance with the terms of the TIA and (iii) execute, and use its best efforts to cause the Trustee to execute, all documents as may required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (o) in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (i) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them; (ii) obtain opinions of counsel to the Company and the Guarantors in customary form, substance and scope; (iii) obtain "cold comfort" letters from the Company's independent certified public accountants (and, if necessary, any other independent certified public accountants of any Guarantor or subsidiary of the Company or of any business acquired by the Company for which financial statements are, or are required to be, included in the Registration Statement) in customary form, only if permitted by and subject to the receipt of documentation contemplated by the Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with similar underwritten offerings; (iv) enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings; (v) if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 4 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and (vi) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a 17 majority in principal amount of the Registrable Securities being sold and the managing underwriters, if any. The above shall be done at (i) the effectiveness of such Registration Statement (and each post-effective amendment thereto) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder, or as otherwise provided under any underwriting or similar agreement; (p) in the case of a Shelf Registration or if a Prospectus is required to be delivered by any Participating Broker-Dealer in the case of an Exchange Offer, subject to appropriate confidentiality agreements, make available for reasonable inspection by representatives of the Holders of the Registrable Securities, any underwriters participating in any disposition pursuant to a Shelf Registration Statement and any counsel or accountant retained by any of the foregoing, all financial and other records, pertinent corporate documents and properties of the Company and the Guarantors reasonably requested by any such persons, and cause the respective officers, directors, employees, and any other agents of the Company and the Guarantors to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Company and any of the Guarantors available for discussion of such documents as shall be reasonably requested by the Initial Purchasers; (q) in the case of a Shelf Registration, a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Holders of Registrable Securities, to the Initial Purchasers, to counsel for the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Securities, if any, make such changes in any such document prior to the filing thereof as the Initial Purchasers, the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel for the Holders of Registrable Securities or any underwriter shall not have previously been advised and furnished a copy of or to which the Majority Holders, the Initial Purchasers on behalf of the Holders of Registrable Securities, counsel to the Holders of Registrable Securities or any underwriter shall reasonably object, and make the representatives of the Company and the Guarantors available for discussion of such document as shall be reasonably requested by the Holders of Registrable Securities, the Initial Purchasers on behalf of such Holders, counsel for the Holders of Registrable Securities or any underwriter. (r) in the case of the Shelf Registration, use its best efforts to cause all Registrable Securities to be listed on any securities exchange on which similar debt securities issued by the Company are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (s) in the case of a Shelf Registration, use its best efforts to cause the Registrable Securities to be rated by the appropriate rating agencies, if so requested by the 18 Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (t) otherwise comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; (u) cooperate and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any "qualified independent underwriter" that is required to be retained in accordance with the rules and regulations of the NASD); and In the case of a Shelf Registration Statement or the notification of the Company by Participating Broker-Dealers seeking to sell Exchange Securities and required to deliver Prospectuses that will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(f) hereof, each Holder agrees that, upon receipt of any notice from the Company of (i) the happening of any event of the kind described in clause (iii), (v) or (vi) of Section 3(e) hereof or (ii) the exercise of the Company's right, under Section 2.2(b), to postpone the effectiveness, supplementing or amending of any such Registration Statement, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement until such Holder receives the copies of the supplemented or amended prospectus contemplated by Section 3(k) hereof or until such Holder is advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice; provided that, with respect to the happening of any event of the kind described in Section 3(e)(iii) or (vi) hereof that relates to a state securities authority or authorities or a particular jurisdiction or jurisdictions, respectively, the restrictions contained in this paragraph on a Holder shall apply only with respect to the disposition of Registrable Securities in the jurisdiction governed by such state securities authority or authorities (with respect to events under Section 3(e)(iii) hereof) or in the jurisdiction with respect to which the Company has received a notice of suspension of the qualification of Registrable Securities or Exchange Securities for sale, or the initiation or threatening thereof, (with respect to events under Section 3(e)(vi), and provided further, that in such cases, such Holder shall not be required to return to the Company copies of the Prospectus covering the Registrable Securities. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Securities included in such offering and shall be acceptable to the Company. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any 19 underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 4. Indemnification; Contribution. ----------------------------- (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an "Underwriter") and each Person, if any, who controls any Holder of Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished 20 to the Company by the Holder or Underwriter expressly for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto), and provided further, that the Company will not be liable to any Person with respect to any preliminary Prospectus to the extent that the Company shall sustain the burden of proving that any such loss, liability, claim, damage or expense resulted from the fact that such Person failed to send or give, at or prior to the closing of the underwritten offering of Registrable Securities, a copy of the final Prospectus, as then amended or supplemented if the Company has previously furnished copies thereof (sufficiently in advance of such closing to allow for distribution by such closing) to such Person and the loss, liability, claim, damage or expense of such Person resulted solely from an untrue statement or omission of a material fact contained in or omitted from the preliminary Prospectus which was corrected in the final Prospectus as, if applicable, amended or supplemented prior to such closing and the final Prospectus was required by law to be delivered by such Person at or prior to the written confirmation of a sale. (b) Each Holder severally, but not jointly, agrees to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers, each Underwriter and the other selling Holders, and each of their respective directors and officers, and each Person, if any, who controls the Company, the Guarantors, the Initial Purchasers, any Underwriter or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Shelf Registration Statement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any 21 litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute, to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders and the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors, the Holders or the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors, the Holders and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 22 Notwithstanding the provisions of this Section 4, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by it were offered exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls an Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser or Holder, and each director of the Company or any of the Guarantors, and each Person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company and the Guarantors. The Initial Purchasers' respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A to the Purchase Agreement and not joint. 5. Miscellaneous. ------------- 5.1 Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Company covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder. If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of any Holder of Registrable Securities (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. 5.2 No Inconsistent Agreements. None of the Company or any of the Guarantors have entered into and the Company and the Guarantors will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The 23 rights granted to the Holders hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted to the holders of the Company's or any of the Guarantors' other issued and outstanding securities under any such agreements. 5.3 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or departure. 5.4 Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first- class mail, telex, telecopier, or any courier guaranteeing overnight delivery (a) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 5.4, which address initially is the address set forth in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to the Company, or any of the Guarantors, initially at the Company's address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 5.4. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the person giving the same to the Trustee under the Indenture, at the address specified in such Indenture. 5.5 Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof. 24 5.6 Third Party Beneficiaries. The Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable Securities) shall be third party beneficiaries to the agreements made hereunder among the Company, on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. Each Holder of Registrable Securities shall be a third party beneficiary to the agreements made hereunder among the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder. 5.7 Specific Enforcement. Without limiting the remedies available to the Initial Purchasers and the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Sections 2.1 through 2.4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Sections 2.1 through 2.4 hereof. 5.8 Restriction on Resales. Until the expiration of two years after the original issuance of the Securities, the Company and the Guarantors will not, and will cause their "affiliates" (as such term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall immediately upon any purchase of any such Securities submit such Securities to the Trustee for cancellation. 5.9 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 5.10 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF. 5.12 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is hold invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. FEDERAL-MOGUL CORPORATION By: /s/ David A. Bozynski -------------------------------------------- Name: David A. Bozynski Title: Vice President and Treasurer Confirmed and accepted as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CHASE SECURITIES INC. BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Robert J. Schmiedeler -------------------------- Name: Robert J. Schmiedeler Title: Director 26 EX-5 10 OPINION OF DAVID M. SHERBIN, ESQ. EXHIBIT 5 --------- [FEDERAL-MOGUL CORPORATION LETTERHEAD] June 29, 1999 Federal Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48034 Re: 7-3/8% Notes Due 2006 7-1/2% Notes Due 2009 Ladies and Gentlemen: I am the Associate General Counsel and Secretary of Federal-Mogul Corporation, a Michigan corporation (the "Company"). Reference is made to the Registration Statement on Form S-4 (the "Registration Statement") being filed by the Company and Federal-Mogul Dutch Holdings Inc., a Delaware corporation, Federal-Mogul Global Inc., a Delaware corporation, Federal-Mogul U.K. Holdings Inc., a Delaware corporation, Carter Automotive Company, Inc., a Delaware corporation, Federal-Mogul Venture Corporation, a Nevada corporation, Federal- Mogul World Wide, Inc., a Michigan corporation, Federal-Mogul Global Properties, Inc., a Michigan corporation, Felt Products Mfg. Co., a Delaware corporation, F-M UK Holding Limited, a United Kingdom corporation, Federal-Mogul Ignition Company, a Delaware corporation, Federal-Mogul Products, Inc., a Missouri corporation and Federal-Mogul Aviation, Inc., a Delaware corporation (collectively, the "Guarantors") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of $400,000,000 aggregate principal amount of the Company's 7-3/8% Notes due 2006 and $600,000,000 aggregate principal amount of the Company's 7-1/2% Notes due 2009 (collectively, the "Exchange Notes") for the purpose of effecting an exchange offer (the "Exchange Offer") of the Exchange Notes for the Company's outstanding 7-3/8% Notes due 2006 and the Company's outstanding 7-1/2% Notes due 2009 (collectively, the "Old Notes"). The Guarantors will issue guarantees (collectively, the "Guarantees") of the obligations of the Company under the Exchange Notes. The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture dated as of January 20, 1999 (the "Indenture") among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). 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 Exchange Notes and the Guarantees (together, the "Offered Securities") are offered or issued as contemplated by the Registration Statement; (ii) all Offered Securities will be offered, issued and delivered in compliance with applicable federal and state laws and in the manner stated in the Registration Statement and the prospectus referred to therein; (iii) 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 (iv) 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. The Company and each of the Guarantors is a corporation existing and in good standing under the laws of its jurisdiction of incorporation. 2. The Company had corporate power and authority to execute and deliver the Indenture at the time of its execution and delivery and has corporate power and authority to authorize and issue the Exchange Notes. 3. Each of the Guarantors had corporate power and authority to execute and deliver the Indenture at the time of its execution and delivery and has corporate power and authority to authorize and issue the Guarantee to be issued by such Guarantor. 4. The Exchange Notes will be legally issued and binding obligations of the Company, and each Guarantee will be the legally issued and binding obligation of the Guarantor issuing such Guarantee (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law) when (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act and the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended, (ii) the Old Notes shall have been tendered to and accepted by the Company and (iii) the Exchange Notes shall have been duly executed and authenticated, and the Guarantees shall have been duly executed, as provided in the Indenture and the resolutions of the Board of Directors (or authorized committee thereof) of the Company and each of the Guarantors authorizing the foregoing. I do not find it necessary for purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the issuance of the Exchange Notes and the Guarantees. For purposes of the opinion in paragraph 1, I have relied exclusively upon recent certificates issued by the appropriate government official of the jurisdiction of incorporation of the Company and each Guarantor. 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 prospectus 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 Offered Securities being registered by the Registration Statement and as having prepared this opinion, and to the use of this opinion as a part (Exhibit 5) 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 Securities Act or the Rules and Regulations of the Commission thereunder. Sincerely, /s/ David M. Sherbin ---------------------------------------- David M. Sherbin, Esq. Associate General Counsel EX-12.1 11 COMPUTATION OF RATION OF EARNINGS Exhibit 12.1 FEDERAL-MOGUL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (unaudited) (In thousands except for ratios)
Three months ended Year ended December 31, March 31, ------------------------------------------------------- 1999 1998 1997 1996 1995 1994 ------------ ---- ---- ---- ---- ---- Fixed charges: Interest expense $ 68,711 $193,607 $ 32,000 $ 42,600 $37,300 $ 21,200 Estimated interest portion of rents 1,937 15,768 9,700 11,267 11,333 8,300 Amortization of debt issuance expense 2,189 10,393 1,288 1,827 1,803 1,053 -------- -------- -------- --------- ------- -------- Total fixed charges $ 72,837 $219,768 $ 42,988 $ 55,694 $50,436 $ 30,553 Earnings: Earnings before fixed charges $106,600 $185,500 $ 99,500 $(228,700) $(3,300) $102,100 Fixed charges 72,837 219,768 42,988 55,694 50,436 30,553 -------- -------- -------- --------- ------- -------- Adjusted earnings $179,347 $405,268 $142,488 $(173,006) $47,136 $132,653 Ratio of Earnings to Fixed Charges 2.464 1.844 3.315 (3.106) 0.935 4.342 ======== ======== ======== ========= ======= ========
EX-12.2 12 COMPUTATION OF RATIO EARNINGS Exhibit 12.2 FEDERAL-MOGUL CORPORATION COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (unaudited) (In thousands except ratios)
Three months ended Year ended December 31, March 31, --------------------------------------------------------- 1999 1998 1997 1996 1995 1994 ------------ ---- ---- ---- ---- ---- Fixed charges: Interest expense** $ 68,711 $ 193,607 $ 32,000 $ 42,600 $37,300 $ 21,200 Distributions on preferred stock* 1,221 5,655 10,450 16,336 16,714 17,182 Estimated interest portion of rents 1,937 15,768 9,700 11,267 11,333 8,300 Amortization of debt issuance expense 2,189 10,393 1,288 1,827 1,803 1,053 ---------- ---------- -------- --------- ------- -------- Total fixed charges $ 74,058 $ 225,423 $ 53,438 $ 72,030 $67,150 $ 47,735 Earnings: Earnings before fixed charges $ 106,600 $ 185,500 $ 99,500 $(228,700) $(3,300) $102,100 Fixed charges 74,058 225,423 53,438 72,030 67,150 47,735 ---------- ---------- -------- --------- ------- -------- Adjusted earnings $ 180,658 $ 410,923 $152,938 $(156,670) $63,850 $149,835 Ratio of Earnings to Fixed Charges and Preferred Stock Dividends 2.439 1.822 2.862 (2.175) 0.951 3.139 ========== ========== ======== ========= ======= ========
* Preferred stock amounts are calculated in the following manner in accordance with SEC guidelines. Preferred Stock Dividend Requirements ---------------------------------------------------- 100% less Effective Income Tax Rate (36.7% for 1998) ** Includes amortization of debt issuance expense in 1998. EX-23.1 13 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-4 and related Prospectus for the exchange up to $400,000,000 of new 7 3/8% notes due 2006, for any and all outstanding 7 3/8% notes due 2006 and up to $600,000,000 of new 7 1/2% notes due 2009, for any and all outstanding 7 1/2% notes due 2009 to the incorporation by reference therein of our reports dated: February 3, 1999, except for note 23, as to which the date is February 24, 1999, with respect to the consolidated financial statements and schedule of Federal-Mogul Corporation; January 29, 1999 with respect to the consolidated financial statements of Federal-Mogul Ignition Company (and the Cooper Automotive division of Cooper Industries, Inc., its predecessor); January 29, 1999 with respect to the consolidated financial statements of Federal-Mogul Products, Inc. (and the Moog Automotive division of Cooper Industries, Inc., its predecessor); and February 12, 1999 with respect to the financial statements of Federal-Mogul Aviation, Inc. (and Champion Aviation, Inc., a subsidiary of Cooper Industries, Inc., its predecessor) all of which are included in its Annual Report on Form 10-K for the year ended December 31, 1998; to the incorporation by reference therein of our report dated October 1, 1998, with respect to the combined financial statements of the Cooper Automotive and Moog Automotive Divisions of Cooper Industries, Inc. as of December 31, 1997 and 1996 and for the three years then ended, included in Federal-Mogul Corporation's Form 8-K/A dated November 24, 1998; and to the incorporation by reference therein of our report dated February 13, 1998 with respect to the financial statements of The Operating Businesses of the Fel-Pro Group as of December 28, 1997 and December 29, 1996 and for the three years in the period ended December 28, 1997, included in Federal-Mogul Corporation's Form 8-K/A dated April 7, 1998, filed with the Securities and Exchange Commission. /s/ Ernst and Young LLP June 30, 1999 Detroit, Michigan EX-23.2 14 CONSENT OF KPMG Exhibit 23.2 [KPMG LOGO] KPMG Audit Plc PO Box 695 Tel: +44 (0) 171 311 1000 6 Salsbury Square Fax: +44 (0) 171 311 3311 London EC4V 8BB Telex 8811541 KPMGLO G United Kingdom DX 38050 Blackfriars The Board of Directors Federal-Mogul Corporation 26555 Northwestern Highway Southfield Our ref Michigan 48034 United States of America 29 June 1999 Dear Sirs Registration Statement on Form S-4 and related Prospectus ("Registration Statement") We consent to the incorporation by reference in this Registration Statement dated 29 June 1999 of Federal-Mogul Corporation 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 reference to our firm under the heading "Experts" in this Registration Statement dated 29 June 1999. Yours faithfully /s/ KPMG Audit Plc - --------------------------- KPMG Audit Plc EX-24.1 15 POWERS OF ATTORNEY FOR F.M. Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Sherbin, Associate General Counsel and Secretary of Federal-Mogul Corporation, his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - ----------------------------------- ------------------------------------- --------------------- Chairman of the Board, Chief /s/ Richard A. Snell Executive Officer and Director - ----------------------------------- (Principal Executive Officer) June 23, 1999 Richard A. Snell Executive Vice President and Chief /s/ Thomas W. Ryan Financial Officer June 23, 1999 - ----------------------------------- (Principal Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Vice President and Controller June 23, 1999 - ----------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ John J. Fannon June 23, 1999 - ----------------------------------- Director John J. Fannon /s/ Roderick M. Hills Director June 23, 1999 - ----------------------------------- Roderick M. Hills /s/ Paul Scott Lewis Director June 23, 1999 - ----------------------------------- Paul Scott Lewis
/s/ Antonio Madero Director June 23, 1999 - ----------------------------------- Antonio Madero /s/ Robert S. Miller, Jr. Director June 23, 1999 - ----------------------------------- Robert S. Miller, Jr. /s/ John C. Pope Director June 23, 1999 - ----------------------------------- John C. Pope /s/ Geoffrey Whalen Director June 23, 1999 - ----------------------------------- Geoffrey Whalen
EX-24.2 16 POWERS OF ATTORNEY GUARANTORS Exhibit 24.2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon A. Ulsh, President and Chief Executive Officer of Federal-Mogul Aviation, Inc., his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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/ Thomas W. Ryan Chief Financial Officer - ------------------------- (Principal Financial Officer) June 23, 1999 Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - ------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - ------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Carter Automotive Company, Inc., his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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/ Thomas W. Ryan Chief Financial Officer - ------------------------- (Principal Financial Officer) June 23, 1999 Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - ------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - ------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas W. Ryan, Vice President and Chief Financial Officer of Felt Products Mfg. Co., his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Executive Officer /s/ Richard A. Snell (Principal Executive Officer) June 23, 1999 - -------------------------------- Richard A. Snell /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Wilhelm A. Schmelzer Director June 23, 1999 - -------------------------------- Wilhelm A. Schmelzer /s/ Richard A. Snell Director June 23, 1999 - -------------------------------- Richard A. Snell
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul Dutch Holdings, Inc., his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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.
/s/ Thomas W. Ryan Chief Financial Officer - ------------------------- (Principal Financial Officer) June 23, 1999 Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - ------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - ------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas W. Ryan, Vice President and Chief Financial Officer of Federal-Mogul Global Properties, Inc., his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- President and Chief Operating Officer /s/ Gordon Ulsh (Principal Executive Officer) June 23, 1999 - -------------------------------- Gordon Ulsh /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Financial Officer) Kenneth P. Slaby /s/ Alan C. Johnson Director June 23, 1999 - -------------------------------- Alan C. Johnson /s/ Gordon Ulsh Director June 23, 1999 - -------------------------------- Gordon Ulsh /s/ David A. Bozynski Director June 23, 1999 - -------------------------------- David A. Bozynski
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon A. Ulsh, President and Chief Executive Officer of Federal-Mogul Ignition Company, his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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/ Thomas W. Ryan Chief Financial Officer June 23, 1999 - ------------------------- (Principal Financial Officer) Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Financial Officer) Kenneth P. Slaby
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon A. Ulsh, President and Chief Executive Officer of Federal-Mogul UK Holdings Limited, his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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/ Thomas W. Ryan Chief Financial Officer - ------------------------- (Principal Financial Officer) June 23, 1999 Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - -------------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul Venture Corporation, his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Financial Officer /s/ Thomas W. Ryan (Principal Executive Officer) June 23, 1999 - -------------------------------- Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Financial Officer) Kenneth P. Slaby /s/ Timothy W. Hefferon Director June 23, 1999 - -------------------------------- Timothy W. Hefferon
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul World Wide, Inc., his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Executive Officer /s/ Richard A. Snell (Principal Executive Officer) June 23, 1999 - -------------------------------- Richard A. Snell Chief Financial Officer /s/ Thomas W. Ryan (Principal Financial Officer) June 23, 1999 - -------------------------------- Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - -------------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul Global, Inc., his true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Financial Officer /s/ Thomas W. Ryan (Principal Financial Officer) June 23, 1999 - -------------------------------- Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan June 23, 1999 - -------------------------------- Director Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul U.K. Holdings, Inc., his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Financial Officer /s/ Thomas W. Ryan (Principal Executive Officer) June 23, 1999 - -------------------------------- Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Accounting Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - -------------------------------- Thomas W. Ryan
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan C. Johnson, President and Chief Executive Officer of Federal-Mogul UK Holdings Limited, his true and lawful attorney-in- fact and agent, 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 attorney-in-fact and agent, 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 attorney-in-fact and agent or any of them, or their or his substitute, 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 - -------------------------------- ---------------------------------------- --------------------- Chief Executive Officer /s/ Thomas W. Ryan (Principal Executive Officer) June 23, 1999 - -------------------------------- Thomas W. Ryan /s/ Kenneth P. Slaby Controller June 23, 1999 - -------------------------------- (Principal Financial Officer) Kenneth P. Slaby /s/ Thomas W. Ryan Director June 23, 1999 - -------------------------------- Thomas W. Ryan
EX-25 17 STATEMENT OF ELIGIBILITY Exhibit 25 ---------- FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| ---------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter) New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code) ---------------------- FEDERAL-MOGUL CORPORATION (Exact name of obligor as specified in its charter) Michigan 38-0533580 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL DUTCH HOLDINGS INC. (Exact name of obligor as specified in its charter) Delaware 38-3399272 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL GLOBAL INC. (Exact name of obligor as specified in its charter) Delaware 38-3399269 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL U.K. HOLDINGS INC. (Exact name of obligor as specified in its charter) Delaware 38-3399273 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) CARTER AUTOMOTIVE COMPANY, INC. (Exact name of obligor as specified in its charter) Delaware 43-1374271 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL MOGUL VENTURE CORPORATION (Exact name of obligor as specified in its charter) Nevada 38-2938561 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL WORLD WIDE, INC. (Exact name of obligor as specified in its charter) Michigan 38-3010848 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL GLOBAL PROPERTIES, INC. (Exact name of obligor as specified in its charter) Michigan 38-3394578 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FELT PRODUCTS MFG. CO. (Exact name of obligor as specified in its charter) Delaware 36-1065910 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) F-M UK HOLDING LIMITED (Exact name of obligor as specified in its charter) United Kingdom Not Applicable (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL IGNITION COMPANY (Exact name of obligor as specified in its charter) Delaware 34-4203131 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) -2- FEDERAL-MOGUL PRODUCTS, INC. (Exact name of obligor as specified in its charter) Missouri 43-1130207 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) FEDERAL-MOGUL AVIATION, INC. (Exact name of obligor as specified in its charter) Delaware 76-0554121 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 26555 Northwestern Highway Southfield, Michigan 48034 (Address of principal executive offices) (Zip code) --------------------- 7-3/8% Notes due 2006 7-1/2% Notes due 2009 (Title of the indenture securities) -3- 1. General information. Furnish the following information as to the Trustee: (a) Name and address of each examining or supervising authority to which it is subject.
- --------------------------------------------------------------------------- Name Address - --------------------------------------------------------------------------- Superintendent of Banks of the State of 2 Rector Street, New York, N.Y. New York 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers. Yes. 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. 16. List of Exhibits. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a- 29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33- 44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. -4- SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 23rd day of June, 1999. THE BANK OF NEW YORK By: /s/ ILIANA A. ARCIPRETE ----------------------------------------- Name: ILIANA A. ARCIPRETE Title: ASSISTANT TREASURER -5- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 1999, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts ASSETS In Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin...................................................... $4,508,742 Interest-bearing balances.................................. 4,425,071 Securities: Held-to-maturity securities................................ 836,304 Available-for-sale securities.............................. 4,047,851 Federal funds sold and Securities purchased under agreements to resell................................. 1,743,269 Loans and lease financing receivables: Loans and leases, net of unearned income.................................................... 39,349,679 LESS: Allowance for loan and lease losses.............................................. 603,025 LESS: Allocated transfer risk reserve................................................... 15,906 Loans and leases, net of unearned income, allowance, and reserve.................................... 38,730,748 Trading Assets.............................................. 1,571,372 Premises and fixed assets (including capitalized leases).................................................... 685,674 Other real estate owned..................................... 10,331 Investments in unconsolidated subsidiaries and associated companies....................................... 182,449 Customers' liability to this bank on acceptances outstanding................................................ 1,184,822 Intangible assets........................................... 1,129,636 Other assets................................................ 2,632,309 ----------- Total assets................................................ $61,688,578 ===========
LIABILITIES Deposits: In domestic offices........................................ $25,731,036 Noninterest-bearing........................................ 10,252,589 Interest-bearing........................................... 15,478,447 In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................... 18,756,302 Noninterest-bearing........................................ 111,386 Interest-bearing........................................... 18,644,916 Federal funds purchased and Securities sold under agreements to repurchase............................. 3,276,362 Demand notes issued to the U.S.Treasury..................... 230,671 Trading liabilities......................................... 1,554,493 Other borrowed money: With remaining maturity of one year or less................ 1,154,502 With remaining maturity of more than one year through three years....................................... 465 With remaining maturity of more than three years........... 31,080 Bank's liability on acceptances executed and outstanding................................................ 1,185,364 Subordinated notes and debentures........................... 1,308,000 Other liabilities........................................... 2,743,590 ----------- Total liabilities........................................... 55,971,865 =========== EQUITY CAPITAL Common stock................................................ 1,135,284 Surplus..................................................... 764,443 Undivided profits and capital reserves...................... 3,807,697 Net unrealized holding gains (losses) on available-for-sale securities.............................. 44,106 Cumulative foreign currency translation adjustments................................................ ( 34,817) ----------- Total equity capital........................................ 5,716,713 ----------- Total liabilities and equity capital........................ $61,688,578 ===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above- named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief. Thomas J. Mastro We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct. Directors: Thomas A. Reyni Alan R. Griffith Gerald L. Hassell EX-99.1 18 FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL FOR 7 3/8% NOTES DUE 2006 AND 7 1/2% NOTES DUE 2009 OF FEDERAL-MOGUL CORPORATION THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 1999 (THE "EXPIRATION DATE") UNLESS EXTENDED BY FEDERAL-MOGUL CORPORATION EXCHANGE AGENT THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmission Number: By Hand/Overnight Delivery - --------------------------------------------------------------------------------------------------- The Bank of New York Attn: Martha James The Bank of New York 101 Barclay, Floor 7E Reorganization Section 101 Barclay Street New York, New York 10286 (212) 815-4699 Corporate Trust Services Window Attn: Martha James Ground Level Reorganization Section New York, New York 10286 Attn: Martha James Reorganization Section - ---------------------------------------------------------------------------------------------------
(For Eligible Institutions Only) Confirm by Telephone: (212) 815-6335 For Information Call: (212) 815-6335 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. The undersigned acknowledges receipt of the Prospectus dated [ ], 1999 (the "Prospectus") of Federal-Mogul Corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of its new 7 3/8% Notes due 2006 (the "New 7 3/8% Notes") for each $1,000 in principal amount of outstanding 7 3/8% Notes due 2006 (the "Old 7% Notes") and $1,000 in principal amount of new 7 1/2% Notes due 2009 (the "New 7 1/2% Notes" and together with the New 7 3/8% Notes, the "New Notes") for each $1,000 in principal amount of outstanding 7 1/2% Notes due 2009 (the "Old 7 1/2% Notes" and together with the Old 7 3/8% Notes, the "Old Notes"). The terms of the New Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the "Securities Act"). The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. 1 PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT. List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule affixed hereto. DESCRIPTION OF OLD NOTES TENDERED HEREWITH
AGGREGATE AGGREGATE NAME(S) AND PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL ADDRESS(ES) OF AMOUNT OF AMOUNT AMOUNT OF AMOUNT REGISTERED AGGREGATE OLD 7 3/8% REPRESENTED OLD 7 1/2% OF REPRESENTED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT NOTES BY OLD 7 3/8% NOTES BY OLD 7 1/2% (PLEASE FILL IN) NUMBER(S)* REPRESENTED BY TENDERED** NOTES* TENDERED** NOTES* OLD NOTES* Total
* Need not be completed by book-entry holders. ** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2. This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company, pursuant to the procedures set forth in "Exchange Offer; Registration Rights--Procedures for Tendering Old Notes" in the Prospectus. Delivery of documents to the book-entry transfer facility does not constitute delivery to the Exchange Agent. Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedure set forth in the Prospectus under the caption "Exchange Offer; Registration Rights--Procedures for Tendering Old Notes." 2 [ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution ________________________________________ [ ] The Depository Trust Company Account Number ________________________________________ Transaction Code Number ________________________________________ [ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) __________________________________________________________ Name of Eligible Institution that Guaranteed Delivery __________________________________________________________ Date of Execution of Notice of Guaranteed Delivery __________________________________________________________ If Delivered by Book-Entry Transfer: Account Number _________________________________________________ [ ] CHECK HERE IF NEW NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THE LETTER OF TRANSMITTAL: Name _________________________________________________ (Please Print) Address _________________________________________________ (Including Zip Code) [ ] CHECK HERE IF NEW NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: Address _________________________________________________ (Including Zip Code) 3 [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THIS PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name ________________________________________________ Address ________________________________________________ 4 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as result of market- making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act. 5 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the above-described principal amount of the Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent acts as the agent of the Company, in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire New Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Company and the issuance of New Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement (as defined in the Prospectus) and that the Company shall have no further obligations or liabilities thereunder except as expressly provided for in said agreement. The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer; Registration Rights--Certain Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Old Notes tendered hereby and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address shown above. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "Exchange Offer; Registration Rights--Certain Conditions to the Exchange Offer" occur. By tendering, each holder of Old Notes represents that the New Notes acquired in the exchange will be obtained in the ordinary course of such holder's business, that such holder has no arrangement with any person to participate in the distribution of such New Notes, that such holder is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and that such holder is not engaged in, and does not intend to engage in, a distribution of the New Notes. Any holder of Old Notes using the Exchange Offer to participate in a distribution of the New Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market- making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes, however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Old Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. See Instruction 2. Certificates for all New Notes delivered in exchange for tendered Old Notes and any Old Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned. 6 TENDER HOLDER(S) SIGN HERE (Complete accompanying substitute Form W-9) ________________________________________________________________________________ ________________________________________________________________________________ Signature(s) of Holder(s) Dated_____________________ Area Code and Telephone Number_______________________ (MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OLD NOTES. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON.) SEE INSTRUCTION 3. Name(s) ________________________________________________________________________________ (Please Print) Capacity (full title) ________________________________________________________________________________ Address ________________________________________________________________________________ (Including Zip Code) Area Code and Telephone No. ________________________________________________________________________________ Taxpayer Identification No ________________________________________________________________________________ GUARANTEE OF SIGNATURE(S) (IF REQUIRED--SEE INSTRUCTION 3) Authorized Signature ________________________________________________________________________________ Name ________________________________________________________________________________ Address ________________________________________________________________________________ Name of Firm ________________________________________________________________________________ Area Code and Telephone No. ________________________________________________________________________________ Dated ________________________________________________________________________________ 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates representing the Old Notes being tendered and any required signature guarantees and any other document required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date (or complying with the procedure for book-entry transfer described below) or (ii) complying with the guaranteed delivery procedures described below. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OLD NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY. If tendered Old Notes are registered in the name of the signer of the Letter of Transmittal and the New Notes to be issued in exchange therefor are to be issued (and any untendered Old Notes are to be reissued) in the name of the registered holder (which term, for the purposes described herein, shall include any participant in The Depository Trust Company (also referred to as a "book- entry transfer facility") whose name appears on a security listing as the owner of Old Notes), the signature of such signer need not be guaranteed. In any other case, the tendered Old Notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to the Company and duly executed by the registered holder, and the signature on the endorsement or instrument of transfer must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution (each an "Eligible Institution") that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. If the New Notes and/or Old Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the Old Notes, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. The Exchange Agent will make a request within two business days after the date of receipt of this Prospectus to establish accounts with respect to the Old Notes at the book-entry transfer facility for the purpose of facilitating the Exchange Offer, and subject to the establishment thereof, any financial institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of Old Notes by causing such book-entry transfer facility to transfer such Old Notes into the Exchange Agent's account with respect to the Old Notes in accordance with the book-entry transfer facility's procedures for such transfer. Although delivery of Old Notes may be effected through book-entry transfer into the Exchange Agent's account at the book-entry transfer facility, an appropriate Letter of Transmittal with any required signature guarantee and all other required documents must in each case be transmitted to and received or confirmed by the Exchange Agent on or prior to the Expiration Date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. If a holder desires to accept the Exchange Offer and time will not permit a Letter of Transmittal or Old Notes to reach the Exchange Agent before the Expiration Date or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the Exchange Agent has received on or prior to the Expiration Date, a letter or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) from an Eligible Institution setting forth the name and address of the tendering holder, the names in which the Old Notes are registered and, if possible, the certificate numbers of the Old Notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date, the Old Notes in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility), will be delivered by such Eligible Institution together with a properly completed and duly executed Letter of Transmittal (and any other required documents). Unless Old Notes being tendered by the above-described method are deposited with the Exchange Agent within the time period set forth above (accompanied or preceded by a properly completed Letter of Transmittal and any other required documents), the Company may, at its option, reject the tender. Copies of the notice of guaranteed delivery ("Notice of 8 Guaranteed Delivery") which may be used by Eligible Institutions for the purposes described in this paragraph are available from the Exchange Agent. A tender will be deemed to have been received as of the date when (i) the tendering holder's properly completed and duly signed Letter of Transmittal accompanied by the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility) is received by the Exchange Agent, or (ii) a Notice of Guaranteed Delivery or letter or facsimile transmission to similar effect (as provided above) from an Eligible Institution is received by the Exchange Agent. Issuances of New Notes in exchange for Old Notes tendered pursuant to a Notice of Guaranteed Delivery or letter or facsimile transmission to similar effect (as provided above) by an Eligible Institution will be made only against deposit of the Letter of Transmittal (and any other required documents) and the tendered Old Notes. If the Letter of Transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, such Old Notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the Old Notes. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Old Notes for exchange. 2. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder should fill in the principal amount tendered in the box entitled "Principal Amount Tendered." A newly issued certificate for the principal amount of Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated. For a withdrawal to be effective, a written notice of withdrawal sent by facsimile transmission (receipt confirmed by telephone) or letter must be received by the Exchange Agent at the address set forth herein prior to the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes), (iii) specify the principal amount of Old Notes to be withdrawn, (iv) include a statement that such holder is withdrawing his election to have such Old Notes exchanged, (v) be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered or as otherwise described above (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee under the Indenture register the transfer of such Old Notes into the name of the person withdrawing the tender and (vi) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book- entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility procedure. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company and such determination will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book- entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption "Procedures for Tendering Old Notes" in the Prospectus at any time on or prior to the Expiration Date. 9 3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes. When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book- entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If this Letter of Transmittal is signed by a person other than the registered holder or holder of the Old Notes listed, such Old Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Old Notes. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted. Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered holder of such Old Notes, for the holder of such Old Notes; or (ii) for the account of an Eligible Institution. 4. TRANSFER TAXES. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing New Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 4, it will not be necessary for transfer tax stamps to be affixed to the Old Notes listed in this Letter of Transmittal. 5. WAIVER OF CONDITIONS. The Company reserves the right to waive in its reasonable judgment, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. 6. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated above for further instructions. 10 7. SUBSTITUTE FORM W-9. Each holder of Old Notes whose Old Notes are accepted for exchange (or other payee) is required to provide a correct taxpayer identification number ("TIN"), generally the holder's Social Security or federal employer identification number, and with certain other information, on Substitute Form W- 9, which is provided under "Important Tax Information" below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 31% federal income tax backup withholding on payments made in connection with the New Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the New Notes, 31% of all such payments will be withheld until a TIN is provided. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to Federal-Mogul Corporation, 26555 Northwestern Highway, Southfield, Michigan 48034, Attention: David M. Sherbin, Associate General Counsel and Secretary, telephone (248) 354-7700. IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. IMPORTANT TAX INFORMATION Under U.S. Federal income tax law, a holder of Old Notes whose Old Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York (as payor) (the "Paying Agent"), through the Exchange Agent, with either (i) such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder of Old Notes is awaiting a TIN) and that (A) the holder of Old Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified the holder of Old Notes that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption from backup withholding. If such holder of Old Notes is an individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct taxpayer identification number, the holder of Old Notes may be subject to certain penalties imposed by the Internal Revenue Service. Certain holders of Old Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt holders of Old Notes should indicate their exempt status on Substitute Form W-9. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Paying Agent is required to withhold 31% of any such payments made to the holder of Old Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Old Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Old Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding . Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the 11 Paying Agent will withhold 31% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent. The holder of Old Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Old Notes. If the Old Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. PAYOR'S NAME: THE BANK OF NEW YORK, AS PAYING AGENT
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN Social Security or IN THE BOX AT RIGHT AND CERTIFY Employer Identification BY SIGNING AND DATING BELOW. Number(s) FORM W-9 DEPARTMENT PART 2--CERTIFICATION--Under OF THE TREASURY penalties of perjury, I certify that: (1) The INTERNAL REVENUE number shown on this form is my correct SERVICE taxpayer identification number (or I am waiting for a number to be issued for me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholdings PAYOR'S REQUEST FOR CERTIFICATION INSTRUCTIONS--You TAXPAYER must cross out item (2) above if you IDENTIFICATION have been notified by the IRS that you are NUMBER ("TIN") currently subject to backup withholding because of under reporting interest or dividends on your tax return.
PART 3--Awaiting TIN [_] Signature Date NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 31% of all reportable cash payments made to me thereafter will be withheld until I provide a taxpayer identification number. - -------------------------------------- ----------------------------------- Signature Date 12 EX-99.2 19 FORM OF NOTICES GUARANTEED EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ALL OUTSTANDING 7 3/8% NOTES DUE 2006 IN EXCHANGE FOR NEW 7 3/8% NOTES DUE 2006 AND ALL OUTSTANDING 7 1/2% NOTES DUE 2009 IN EXCHANGE FOR NEW 7 1/2% NOTES DUE 2009 OF FEDERAL-MOGUL CORPORATION Registered holders of outstanding 7 3/8% Notes due 2006 (the "Old 7 3/8% Notes") who wish to tender their Old 7 3/8% Notes in exchange for a like principal amount of New 7 3/8% Notes due 2006 (the "New 7 3/8% Notes") and registered holders of outstanding 7 1/2% Notes due 2009 (the "Old 7 1/2% Notes and together with the Old 7 3/8% Notes, the "Old Notes") who wish to tender their Old 7 1/2% Notes in exchange for a like principal amount of New 7 1/2% Notes due 2009 (the "New 7 1/2% Notes" and together with the New 7 1/2% Notes, the "New Notes") and whose Old Notes are not immediately available or who cannot deliver their Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "Exchange Offer; Registration Rights--Procedure for Tendering Old Notes" in the Prospectus. THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: THE BANK OF NEW YORK
By Registered or Certified Mail: Facsimile Transmission Number: By Hand/Overnight Delivery The Bank of New York Attn: Martha James The Bank of New York 101 Barclay, Floor 7E Reorganization Section 101 Barclay Street New York, New York 10286 (212) 815-4699 Corporate Trust Services Window Attn: Martha James Ground Level Reorganization Section New York, New York 10286 Attn: Martha James Reorganization Section
(For Eligible Institutions Only) Confirm by Telephone: (212) 815-6335 For Information Call: (212) 815-6335 BY FACSIMILE: (212) 815-4699 (For Eligible Institutions Only) BY TELEPHONE: (212) 815-6335 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures. Ladies and Gentlemen: The undersigned hereby tenders the principal amount of Old Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated [ ], 1999 of Federal-Mogul Corporation (the "Prospectus"), receipt of which is hereby acknowledged. DESCRIPTION OF SECURITIES TENDERED
AGGREGATE AGGREGATE NAME(S) AND PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL ADDRESS(ES) OF AMOUNT OF AMOUNT AMOUNT OF AMOUNT REGISTERED AGGREGATE PRINCIPAL OLD 7 3/8% REPRESENTED OLD 7 1/2% OF REPRESENTED HOLDER(S) CERTIFICATE AMOUNT REPRESENTED NOTES BY OLD 7 3/8% NOTES BY OLD 7 1/2% (PLEASE FILL IN) NUMBER(S)* BY OLD NOTES* TENDERED** NOTES* TENDERED** NOTES* - ----------------- ----------- ------------------- ---------- ------------- ------------- ------------- - ----------------- ----------- ------------------- ---------- ------------- ------------- ------------- - ----------------- ----------- ------------------- ---------- ------------- ------------- ------------- - ----------------- ----------- ------------------- ---------- ------------- ------------- ------------- - ----------------- ----------- ------------------- ---------- ------------- ------------- -------------
THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth above, the certificates representing the Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three business days after the Expiration Date (as defined in the Prospectus and the Letter of Transmittal). Name of Firm: ---------------------------- ------------------------------------ (Authorized Signature) Address: Title: ---------------------------------- ------------------------------ Name: - ------------------------------------------ ------------------------------- (Zip Code) (Please type or print) Area Code and Telephone No.: Date: -------------- ------------------------------- NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 2 EX-99.3 20 FORM OF EXCHANGE AGREEMENT EXHIBIT 99.3 Date: [ ], 1999 EXCHANGE AGENT AGREEMENT The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street--21st Floor New York, New York 10286 Ladies and Gentlemen: Federal-Mogul Corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $400,000,000 7 3/8% Notes due 2006 (the "New 7 3/8% Notes") for a like principal amount of the Company's issued and outstanding 7 3/8% Notes due 2006 (the "Old 7 3/8% Notes") and $600,000,000 7 1/2% Notes due 2009 (the "New 7 1/2% Notes" and together with the New 7 3/8% Notes, the "New Notes") for a like principal amount of the Company's issued and outstanding 7 1/2% Notes due 2009 (the "Old 7 1/2% Notes" and together with the Old 7 3/8% Notes, the "Old Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus dated [ ], 1999 (the "Prospectus") proposed to be distributed to all record holders of the Old Notes. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus. The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about [ ], 1999. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the ATOP system) is to be used by the holders of the Old Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Notes tendered in connection therewith. The Exchange Offer shall expire at 5:00 p.m., New York City time, on [ ], 1999 or on such later date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date. You shall follow and act upon any further instructions in connection with the Exchange Offer, any of which may be given to you by the Company or such other persons as it may authorize, which are consistent with this Agreement. The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for exchange any Old Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer; Registration Rights--Conditions to the Exchange Offer." The Company will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable. In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer; Registration Rights" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing. 2. You will establish an account with respect to the Old Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two (2) business days after the date of the Prospectus, and any financial institution that is a participant in the Book- Entry Transfer Facility's systems may make book-entry delivery of Old Notes by causing the Book-Entry Transfer Facility to transfer such Old Notes into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Old Notes (or confirmations of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Notes to ascertain whether: (i) Letters of Transmittal are duly executed and properly completed in accordance with instructions set forth therein, (ii) the Old Notes have otherwise been properly tendered or whether any stop transfer orders are in effect with respect to the Old Notes, and (iii) any other documents submitted to you are duly executed and properly completed. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Notes are not in proper form for transfer (as required by the instructions stated in the Letter of Transmittal) or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected. 4. With the approval of the President or any Executive Vice President of the Company (such approval, if given orally, to be confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Old Notes pursuant to the Exchange Offer. 5. Tenders of Old Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "Exchange Offer; Registration Rights--Procedures for Tendering," and Old Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this paragraph 5, Old Notes which the President or any Executive Vice President of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing). 6. You shall advise the Company with respect to any Old Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Notes. 7. You shall accept tenders: (a) in cases where the Old Notes are registered in two (2) or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and (c) from persons other than the registered holder of Old Notes, provided that customary transfer requirements, including transfer taxes, if applicable, are fulfilled. You shall accept partial tenders of Old Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Notes to the transfer agent for split-up and return any untendered Old Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as set forth in paragraph 10 hereof. 8. (a) Except as otherwise provided herein, delivery shall be deemed made at the time the Old Notes (or a Book Entry Confirmation relating to such Old Notes), the Letter(s) of Transmittal relating thereto and all other required documents have been received by you. 2 (b) A delivery by Notice of Guaranteed Delivery shall be deemed made on the date such Notice of Guaranteed Delivery is received by you, provided that all other conditions, including timely compliance with the procedures for guaranteed delivery set forth in the Prospectus, are met. (c) Defective deliveries shall be deemed validly made at the time the irregularities have been cured to the satisfaction of, or waived by, the Company. 9. You shall notify the Company as promptly as practicable after the Expiration Date of the aggregate principal amount of Old Notes received by you along with the specific information requested with respect to each category of Old Notes pursuant to paragraph 21 hereof. 10. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice if given orally, to be confirmed in writing) of its acceptance, within two days of receipt of your notice pursuant to paragraph 9 hereof, of all Old Notes properly tendered and you, on behalf of the Company, will exchange such Old Notes for New Notes and cause such Old Notes to be canceled. Delivery of New Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the corresponding series of Old Notes tendered promptly after notice (such notice if given orally, to be confirmed in writing) of acceptance of said Old Notes by the Company, as set forth above; provided, however, that in all cases, Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Notes (or confirmation of book-entry transfer into your account at the Book- Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Notes only in denominations of $1,000 or any integral multiple thereof. Delivery of Old Notes will be made on behalf of the Company by you for the principal amount of the Old Notes not tendered, if tendered in part only, or not exchanged promptly after notice of acceptance of Old Notes by the Company, as set forth above. 11. You are authorized to cause to be registered in the name of, and deliver to the transferee in accordance with such instructions, New Notes if Old Notes are surrendered to you for exchange with instructions to deliver New Notes in a name other than that of the registered holder of the Old Notes; provided, however, that it shall be a condition of such exchange that the Old Notes so surrendered shall be properly endorsed or accompanied by appropriate powers of attorney or other written instruments of transfer or exchange satisfactory to the Company, with the signatures guaranteed by an Eligible Institution, and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of such New Notes in the name of a party other than the registered holder of the Old Notes surrendered, or establish to you satisfaction that such tax has been paid or is not applicable. 12. If a holder of Old Notes shall advise you that Old Notes owned by the holder have been lost or destroyed and not replaced, you are hereby authorized, in the absence of notice to you that such Old Notes have been acquired by a bona fide purchaser, to deliver to such holder the New Notes to which that holder would be entitled, but only if you shall first have received (i) an affidavit of loss of an Old Note which is in form and substance satisfactory to the Company and the trustee under the indenture relating to the Old Note, in their sole discretion, and (ii) such security or indemnity as may be required by the Company or you to save and hold harmless to you, the Company, the trustee under the indenture relating to the Old Notes and any other persons with respect to the Old Notes alleged to have been lost or destroyed against liability from such delivery in the absence of such Old Notes. 13. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. 14. The Company shall not be required to exchange any Old Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Notes tendered shall be given (if orally, to be confirmed in writing) by the Company to you. 3 15. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "Exchange Offer; Registration Rights--Conditions to the Exchange Offer" or otherwise, you shall, as soon as practicable after the expiration or termination of the Exchange Offer, return those certificates for unaccepted Old Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, with a letter or notice, in form satisfactory to the Company, explaining why the Old Notes are being returned to the persons who deposited them. 16. All certificates for reissued Old Notes, unaccepted Old Notes or for New Notes shall be forwarded by first-class mail. 17. You are authorized to cooperate with and furnish information to Sidley & Austin or any of its representatives, or any other organization (and its representatives) designated in writing to you from time to time by the Company, in any manner reasonably requested by it in connection with the Exchange Offer and the surrender of Old Notes thereunder. 18. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 19. As Exchange Agent hereunder you: (a) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing by you and the Company; (b) will be regarded as making no representation and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer, except where failure to recognize such invalidity or lack of genuineness would constitute gross negligence; (c) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability unless you shall have been furnished with reasonable indemnity; (d) may reasonably rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter or other document or security delivered to you and reasonably believed by you in good faith to be genuine and to have been signed by the proper party or parties, and you need not pass on the legal sufficiency of any signature or verify any signature guarantee, although you are to ascertain whether each signature or signature guarantee required to appear on the Letters of Transmittal and any other required documents does so appear; (e) shall not accept any defective, alternative, conditional or contingent delivery, except as provided in the Prospectus, instructions to the Letter of Transmittal or this Agreement; (f) shall comply with the reasonable written instructions of the Company if any dispute should arise between us or any other party with respect hereto, or if you, in good faith, are in doubt as to what action should be taken hereunder; (g) may rely on and shall be protected in acting upon written or oral instructions, with respect to any matter relating to your actions as Exchange Agent specifically covered by this Agreement, or supplementing or qualifying any such actions, from the President or any Executive Vice President of the Company; 4 (h) may consult with your counsel with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and (i) shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Notes or take any other action that may be deemed to be a solicitation of the exchange of the Old Notes. 20. You shall take such action as may from time to time be requested by the Company or its counsel (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents at your request. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: David M. Sherbin, Esq., Associate General Counsel and Secretary. 21. You shall advise by facsimile transmission or telephone, and promptly thereafter confirm in writing to David M. Sherbin, Esq., Associate General Counsel and Secretary of the Company, and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date and if otherwise requested) up to and including the Expiration Date, as to the number of Old Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received, items improperly received and items received but which have not yet been verified to be in proper form. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as it, he or she reasonably requests. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request access to those persons on your staff who are responsible for receiving tenders, in order to ensure that at all times including immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Notes tendered, the aggregate principal amount of Old Notes accepted and deliver said list to the Company. 22. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and the time of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities, but in no event less than three months. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company. 23. You hereby expressly waive any lien, encumbrance or right of set-off whatsoever that you may have with respect to the Old Notes surrendered to you or funds deposited with you for the payment of transfer taxes by reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries or affiliates, pursuant to any loan or credit agreement with you or for compensation owed to you hereunder. 24. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. Your compensation shall be paid and reimbursed to you by the Company promptly upon submission of one or more invoices therefore. 25. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal and further acknowledge that you have examined each of them. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the 5 other hand, shall be resolved in favor of the latter two documents, except with respect to the duties, liabilities and indemnification of you as Exchange Agent, which shall be controlled by this Agreement. 26. The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent hereunder against any claims, loss, liability, cost or expense, including attorneys' fees and expenses, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Notes; provided, however, that the Company shall not be liable for indemnification or otherwise for any claims, loss, liability, cost or expense to the extent arising out of your gross negligence, willful misconduct, bad faith or breach of this Agreement. In no case shall the Company be liable under this indemnity with respect to any claim against you unless the Company shall be notified by you, by letter or by facsimile confirmed by letter, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or notice of commencement of action. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action, and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. You shall not enter into a settlement or other compromise with respect to any fully indemnified loss, liability, cost or expense without the prior written consent of the Company. If you shall obtain a repayment of any loss, liability, cost or expense paid by the Company pursuant hereto, you shall promptly pay to the Company the amount of such repayment, together with the amount of any interest received by you on account of such repayment. 27. You shall comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers and obtaining and retaining substitute forms W-9, and shall file and mail any appropriate reports which you are required to file pursuant to the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder with the Internal Revenue Service. The Company understands that you are required to deduct 31% on payments to holders who have not supplied their correct Taxpayer Identification Number or required certification. You shall remit such funds to the Internal Revenue Service in accordance with applicable regulations and remit to each tendering holder of Old Notes any requisite federal income tax information return or other similar document. 28. You shall deliver or cause to be delivered, in a timely manner, to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Notes, your check in the amount of all transfer taxes so payable, and the Company shall reimburse you for the amount of any and all transfer taxes payable in respect of the exchange of Old Notes and, where appropriate, advise the holders of any such taxes for which they may be liable and obtain payment from such holders prior to delivery of any New Notes; provided, however, that you shall take all steps reasonably necessary to secure any rebate or refund allowable to connection with such transfer taxes for the account of the Company and that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. 6 29. THIS AGREEMENT AND YOUR APPOINTMENT AS EXCHANGE AGENT HEREUNDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, AND WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. This Agreement shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. 30. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 31. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 32. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 33. Unless otherwise provided herein, all notices, requests and communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: If to the Company: Federal-Mogul Corporation 26555 Northwestern Highway Southfield, Michigan 48034 Facsimile: (248) 354-7999 Attention: General Counsel If to the Exchange Agent: The Bank of New York 101 Barclay Street Floor 21 West New York, New York 10286 Facsimile: (212) 815-5915 Attention: Corporate Trust Trustee Administration 34. Unless terminated earlier by the parties hereto, this Agreement shall terminate ninety (90) days following the Expiration Date. Notwithstanding the foregoing, Paragraphs 24, 26 and 28 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for securities, funds or property then held by you as Exchange Agent under this Agreement. 35. This Agreement shall be binding and effective as of the date hereof. 7 Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. FEDERAL-MOGUL CORPORATION By: -------------------------------- Name: Title: Accepted as of the date first above written: THE BANK OF NEW YORK, as Exchange Agent By: ---------------------------------- Name: Title: 8 SCHEDULE I FEES
Basic Exchange Agent Fee............................................. ____ Extension of Exchange Offer Fee...................................... ____
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